Form Type: 4

SEC EDGAR Link
Acccession Number:0000049071-19-000089
Date:2019-08-22
Issuer: HUMANA INC (HUM)
Original Submission Date:

Reporting Person:

LECLAIRE BRIAN P.
HUMANA INC.
500 WEST MAIN STREET LOUISVILLE, KY 40202

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
HUMANA COMMON 2019-08-22 M 5,166 a $217.42 12,994 direct
HUMANA COMMON 2019-08-22 M 2,073 a $268.47 15,067 direct
HUMANA COMMON 2019-08-22 S 7,239 d $289.70 7,828 direct
HUMANA COMMON 0 $0.00 136 indirect f1
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
OPTIONS 217.415 2019-08-22 deemed execution date M 5,166 (d) 2024-03-08 humana common 5,166 $217.42 12,916 direct
OPTIONS 268.47 2019-08-22 deemed execution date M 2,073 (d) 2025-02-19 humana common 2,073 $268.47 4,148 direct
OPTIONS 307.965 deemed execution date 0 ( ) 2026-02-25 humana common 5,568 $307.97 5,568 direct
RESTRICTED STOCK UNITS 0.0 deemed execution date 0 ( ) humana common 2,971 $0.00 2,971 direct
RESTRICTED STOCK UNITS 0.0 deemed execution date 0 ( ) humana common 963 $0.00 963 direct
RESTRICTED STOCK UNITS 0.0 deemed execution date 0 ( ) humana common 1,258 $0.00 1,258 direct
PHANTOM STOCK UNITS 0.0 deemed execution date 0 ( ) humana common 62 $0.00 62 indirect see footnote
Footnotes
IDfootnote
f1 stock units held for the benefit of reporting person as of july 31, 2019 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).
f2 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. 15,498 options vesting in three annual increments, and 7,749 options fully vest three years from the date of grant.
f3 right to buy pursuant to company's 2011 stock incentive plan. incentive and non-qualified stock options granted to reporting person on 02/19/18, vesting in three increments from 02/19/19 to 02/19/21.
f4 right to buy pursuant to company's 2011 stock incentive plan. incentive and non-qualified stock options granted to reporting person on 02/25/19, vesting in three increments from 02/25/20 to 02/25/22.
f5 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).
f6 restricted stock units granted to reporting person on 03/08/2017, 3,564 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,782 shares fully vest three years from the date of grant.
f7 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.
f8 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.
f9 phantom stock units held for the benefit of reporting person as of july 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 fluctation due to changes in stock price.
f10 shares sold at prices ranging from $288.86 to $291.18. price reported is weighted average sales price.

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