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Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 8/3/20 |
Issuer: |
| Issuer CIK: 49071 |
| Issuer Name: HUMANA INC |
| Issuer Trading Symbol: HUM |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1712481 |
| | Owner Name: Deshpande Samir |
| Reporting Owner Address: |
| | Owner Street 1: 500 WEST MAIN STREET |
| | Owner Street 2: |
| | Owner City: LOUISVILLE |
| | Owner State: KY |
| | Owner ZIP Code: 40202 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chief Tech & Risk Officer |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Humana Common |
| | Transaction Date: |
| | | Value: 8/3/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,358 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,881 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Humana Common |
| | Transaction Date: |
| | | Value: 8/3/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 545 |
| | | Transaction Price Per Share: |
| Value: 391.73 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,336 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Options |
| | | Footnote ID: F1 |
| | Conversion or Exercise Price: |
| | | Value: 268.47 |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Value: 2/19/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Humana Common |
| | | Underlying Security Shares: |
| Value: 4,014 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,014 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Options |
| | | Footnote ID: F2 |
| | Conversion or Exercise Price: |
| | | Value: 307.965 |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 2/25/26 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Humana Common |
| | | Underlying Security Shares: |
| Value: 5,388 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 5,388 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Options |
| | | Footnote ID: F3 |
| | Conversion or Exercise Price: |
| | | Value: 350.7875 |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Value: 2/24/27 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Humana Common |
| | | Underlying Security Shares: |
| Value: 5,730 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 5,730 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | | Footnote ID: F4 |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Transaction Date: |
| | | Value: 8/3/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,358 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Footnote ID: F6 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Humana Common |
| | | Underlying Security Shares: |
| Value: 1,358 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | | Footnote ID: F4 |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Exercise Date: |
| | | Footnote ID: F7 |
| | Expiration Date: |
| | | Footnote ID: F7 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Humana Common |
| | | Underlying Security Shares: |
| Value: 311 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 311 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | | Footnote ID: F4 |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Exercise Date: |
| | | Footnote ID: F8 |
| | Expiration Date: |
| | | Footnote ID: F8 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Humana Common |
| | | Underlying Security Shares: |
| Value: 812 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 812 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | | Footnote ID: F5 |
| | Conversion or Exercise Price: |
| | | Footnote ID: F5 |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Humana Common |
| | | Underlying Security Shares: |
| Value: 1,140 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,140 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
Footnotes: |
| Footnote - F1: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 2/19/18, vesting in three increments from 2/19/19 to 2/19/21. |
| Footnote - F2: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 2/25/19, vesting in three increments from 2/25/20 to 2/25/22. |
| Footnote - F3: Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 2/24/20, vesting in three annual increments from 2/24/21 to 2/24/23. |
| Footnote - F4: 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). |
| Footnote - F5: 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). |
| Footnote - F6: Restricted stock units granted to reporting person on 8/3/17, 33% of the award is vesting on 8/3/18, 8/3/19 and 8/3/20. |
| Footnote - F7: Restricted stock units granted to reporting person on 2/19/18, 33% of the award is vesting on 12/15/18, 12/15/19 and 12/15/20. |
| Footnote - F8: Restricted stock units granted to reporting person on 2/25/19, 33% of the award is vesting on 12/15/19, 12/15/20 and 12/15/21. |
| Footnote - F9: Restricted stock units granted to reporting person on 2/24/20, 33% of the award is vesting on 12/15/20, 12/15/21, and 12/15/22. |
Remarks: |
Owner Signature: |
| Signature Name: Samir M. Deshpande |
| Signature Date: 8/5/20 |