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Susan M Diamond

Filed: 10 Mar 20, 11:32am
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Diamond Susan M

(Last)(First)(Middle)
HUMANA INC.
500 WEST MAIN STREET

(Street)
LOUISVILLEKY40202

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
HUMANA INC [ HUM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Segment President, Home Bus.
3. Date of Earliest Transaction (Month/Day/Year)
03/08/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8)4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Humana Common03/08/2020M1,149A$02,078D
Humana Common03/08/2020F363D$359.84751,715D
Humana Common2,114ISee Footnote(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)2. Conversion or Exercise Price of Derivative Security3. 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Options(2)$350.7875(2)02/24/2027Humana Common4,2984,298D
Restricted Stock Units(3)(3)03/08/2020M1,149(5)(5)Humana Common1,149$00D
Restricted Stock Units(3)(3)(6)(6)Humana Common1,2421,242D
Restricted Stock Units(3)(3)(7)(7)Humana Common563563D
Restricted Stock Units(4)(4)(8)(8)Humana Common1,0231,023D
Restricted Stock Units(4)(4)(9)(9)Humana Common872872D
Restricted Stock Units(4)(4)(10)(10)Humana Common855855D
Phantom Stock Units(11)(11)(11)(11)Humana Common317317ISee Footnote.(11)
Explanation of Responses:
1. Shares held for the benefit of the reporting person as of February 28, 2020 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 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/24/2020, vesting in three annual increments from 2/24/21 to 2/24/23.
3. 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).
4. Right to receive one share per restricted stock unit pursuant to the Company's 2019 Amended & Restated 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).
5. Restricted stock units granted to reporting person on 03/08/17. 2,299 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19; and 1,149 shares fully vesting three years from the date of grant. Shares reported are what remain unvested.
6. Restricted stock units granted to reporting person on 02/19/18, 931 shares vesting in three annual increments on 12/15/18, 12/15/19 and 12/15/20. and 931 shares vest fully three years from the date of grant. Shares reported are what remain unvested.
7. 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 12/15/2021.
8. Restricted stock units granted to reporting person on 06/01/19, 100% of the award is vesting on 6/1/2022.
9. Restricted stock units granted to reporting person on 07/01/19, 33% of the award is vesting on 07/01/20, 07/01/21, and 07/01/2022.
10. Restricted stock units granted to reporting person on 02/24/2020, 33% of the award is vesting on 12/15/20, 12/15/21, and 12/15/22.
11. Phantom Stock Units held for the benefit of reporting person as of February 28, 2020 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.
Remarks:
Susan M. Diamond03/10/2020
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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