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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 (2) | $ 167.805 | (2) | 02/18/2023 | Humana Common | 8,010 | 8,010 | D | ||||||||
Options (3) | $ 217.415 | (3) | 03/08/2024 | Humana Common | 16,165 | 16,165 | D | ||||||||
Options (4) | $ 268.47 | (4) | 02/19/2025 | Humana Common | 6,623 | 6,623 | D | ||||||||
Options (5) | $ 271.14 | (5) | 03/01/2025 | Humana Common | 1,391 | 1,391 | D | ||||||||
Options (6) | $ 307.965 | 02/25/2019 | A | 7,902 | (6) | 02/25/2026 | Humana Common | 7,902 | $ 0 | 7,902 | D | ||||
Restricted Stock Units (7) | (7) | (8) | (8) | Humana Common | 2,721 | 2,721 | D | ||||||||
Restricted Stock Units (7) | (7) | (9) | (9) | Humana Common | 1,025 | 1,025 | D | ||||||||
Restricted Stock Units (7) | (7) | (10) | (10) | Humana Common | 216 | 216 | D | ||||||||
Restricted Stock Units (7) | (7) | 02/25/2019 | A | 1,786 | (11) | (11) | Humana Common | 1,786 | $ 0 | 1,786 | D | ||||
Phantom Stock Units (12) | (12) | (12) | (12) | Humana Common | 126 | 126 | I | See Footnote (12) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wheatley Timothy Alan HUMANA INC. 500 WEST MAIN STREET LOUISVILLE, KY 40202 |
Segment President, Retail |
Timothy A. Wheatley | 03/01/2019 | |
**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 for the benefit of reporting person as of January 31, 2019 under the Humana Retirement Savings Plan including routine payroll deductions, quarterly dividend allocation, and a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, exempt under Rule 16b-3(c). |
(2) | Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/18/2016, vesting in three increments from 02/18/2017 to 02/18/2019. |
(3) | Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 03/08/2017. 12,998 options vesting in three annual increments, and 7,499 options fully vest three years from the date of grant. |
(4) | Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/19/2018, vesting in three increments from 02/19/2019 to 02/19/2021. |
(5) | Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 03/1/2018, vesting in three increments from 3/1/19 to 3/1/21. |
(6) | Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/25/2019, vesting in three increments from 2/25/20 to 2/25/22. |
(7) | Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan. 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). |
(8) | Restricted stock units granted to reporting person on 03/08/17, 2,989 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,724 shares fully vest three years from the date of grant. |
(9) | Restricted stock units granted to reporting person on 02/19/18, 33% of the award is vesting on 12/15/18, 12/15/19 and 12/15/20. |
(10) | Restricted stock units granted to reporting person on 03/1/18, 33% of the award is vesting on 12/15/18, 12/15/19 and 12/15/20. |
(11) | Restricted stock units granted to reporting person on 02/25/19, 33% of the award is vesting on 12/15/19, 12/15/20 and 12/15/21. |
(12) | Phantom Stock Units held for the benefit of reporting person as of January 31, 2019 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctuation due to changes in stock price. |