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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options (6) | $ 53.96 | (7) | 02/23/2013 | Humana Common | 150,000 | 150,000 | D | ||||||||
Options (6) | $ 62.1 | (8) | 02/22/2014 | Humana Common | 129,758 | 129,758 | D | ||||||||
Options (6) | $ 69.475 | (9) | 02/21/2015 | Humana Common | 159,585 | 159,585 | D | ||||||||
Options (6) | $ 41.83 | (10) | 02/19/2016 | Humana Common | 75,253 | 75,253 | D | ||||||||
Options (6) | $ 46.4 | (11) | 02/18/2017 | Humana Common | 43,276 | 43,276 | D | ||||||||
Options (6) | $ 61.18 | (12) | 02/17/2018 | Humana Common | 88,537 | 88,537 | D | ||||||||
Restricted Stock Units (13) | (14) | (15) | (15) | Humana Common | 20,023 | 20,023 | D | ||||||||
Phantom Stock Units | (16) | (16) | (16) | Humana Common | 1,156 | 1,156 | I | See Footnote (16) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MCCALLISTER MICHAEL B HUMANA INC. 500 WEST MAIN STREET LOUISVILLE, KY 40202 |
X | Chairman of the Board & CEO |
Michael B. McCallister | 09/15/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Shares held in a trust for the benefit of reporting person's spouse. |
(2) | Shares held in a trust for the benefit of reporting person's children. |
(3) | Shares held for the benefit of reporting person as of August 31, 2011 under the Humana Retirement & Savings Plan, including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, both exempt under Rule 16b-3(c). |
(4) | Shares held in a GRAT with reporting person's spouse as trustee. |
(5) | Shares held in a GRAT with reporting person's spouse as trustee. |
(6) | Right to buy pursuant to Company's 2003 Stock Incentive Plan. |
(7) | Incentive and Non-Qualified stock options granted to reporting person on 2/23/06, NQ options vesting in three increments from 2/23/07 to 2/23/09, and ISO's vesting on 2/23/09. |
(8) | Incentive and Non-Qualified stock options granted to reporting person on 2/22/07, NQ options vesting in three increments from 2/22/08 to 2/22/10, and ISO's vesting on 2/22/10. |
(9) | Incentive and Non-Qualified stock options granted to reporting person on 2/21/08, NQ options vesting in three increments from 2/21/09 to 2/21/11, and ISO's vesting on 2/21/11. |
(10) | Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/19/10 to 2/19/12. |
(11) | Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/18/11 to 2/18/13. |
(12) | Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/17/12 to 2/17/14. |
(13) | Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan. |
(14) | Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3). |
(15) | Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14. |
(16) | Phantom Stock Units held for the benefit of reporting person as of August 31, 2011 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan exempt under Rule 16b-3(c and d). |
(17) | Gift of shares to reporting person's charitable foundation; reporting person has no investment control over the account. |