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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 2/21/24 |
Issuer: |
| Issuer CIK: 49071 |
| Issuer Name: HUMANA INC |
| Issuer Trading Symbol: HUM |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1768291 |
| | Owner Name: Ventura Joseph C |
| Reporting Owner Address: |
| | Owner Street 1: HUMANA INC. |
| | Owner Street 2: 500 W MAIN STREET |
| | 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 Legal Officer |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Humana Common |
| | Transaction Date: |
| | | Value: 2/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,411 |
| Footnote ID: F12 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 8,181 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Humana Common |
| | Transaction Date: |
| | | Value: 2/22/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,153 |
| Footnote ID: F13 |
| | | Transaction Price Per Share: |
| Value: 366.105 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 7,028 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Humana Common |
| | Transaction Date: |
| | | Value: 2/21/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 4,425 |
| Footnote ID: F10 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 11,453 |
| Footnote ID: F11 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Humana Common |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 245 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F1 |
Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Options |
| | | Footnote ID: F2 |
| | Conversion or Exercise Price: |
| | | Value: 350.7875 |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 2/24/27 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Humana Common |
| | | Underlying Security Shares: |
| Value: 4,656 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,656 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Options |
| | | Footnote ID: F3 |
| | Conversion or Exercise Price: |
| | | Value: 376.61 |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Value: 2/22/28 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Humana Common |
| | | Underlying Security Shares: |
| Value: 4,598 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,598 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Options |
| | | Footnote ID: F4 |
| | Conversion or Exercise Price: |
| | | Value: 425.055 |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Value: 2/21/29 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Humana Common |
| | | Underlying Security Shares: |
| Value: 3,932 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,932 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Options |
| | | Footnote ID: F5 |
| | Conversion or Exercise Price: |
| | | Value: 510.2425 |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Value: 2/24/30 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Humana Common |
| | | Underlying Security Shares: |
| Value: 4,162 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,162 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Options |
| | | Footnote ID: F6 |
| | Conversion or Exercise Price: |
| | | Value: 367.21 |
| | Transaction Date: |
| | | Value: 2/21/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 6,572 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 2/21/31 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Humana Common |
| | | Underlying Security Shares: |
| Value: 6,572 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,572 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | | Footnote ID: F7 |
| | Conversion or Exercise Price: |
| | | Footnote ID: F7 |
| | Exercise Date: |
| | | Footnote ID: F8 |
| | Expiration Date: |
| | | Footnote ID: F8 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Humana Common |
| | | Underlying Security Shares: |
| Value: 362 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 362 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | | Footnote ID: F7 |
| | Conversion or Exercise Price: |
| | | Footnote ID: F7 |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Humana Common |
| | | Underlying Security Shares: |
| Value: 719 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 719 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Shares held for the benefit of reporting person as of January 31, 2024 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). |
| Footnote - F2: 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 - 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 2/22/21, vesting in three annual increments from 2/22/22 to 2/22/24. |
| Footnote - F4: Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 2/21/22, vesting in three annual increments from 2/21/23 to 2/21/25. |
| Footnote - F5: Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 2/24/23, vesting in three annual increments from 2/24/24 to 2/24/26. |
| Footnote - F6: Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 2/21/24, vesting in three annual increments from 2/21/25 to 2/21/27. |
| Footnote - F7: 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 - F8: Restricted stock units granted to reporting person on 2/21/22, 33% of the award is vesting on 12/15/22, 12/15/23, and 12/15/24. |
| Footnote - F9: Restricted stock units granted to reporting person on 2/24/23, 33% of the award is vesting on 12/15/23, 12/15/24, and 12/15/25. |
| Footnote - F10: Restricted stock units granted to reporting person 2/21/24. |
| Footnote - F11: Includes 4,425 restricted stock units representing a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1)&(3) under the Company's 2019 Amended & Restated Plan. |
| Footnote - F12: Includes Performance Stock Units not required to be reported until vest. |
| Footnote - F13: Shares disposed of represent payment for tax liability on Performance Stock Units vested on 2/22/24. |
Owner Signature: |
| Signature Name: Joseph C. Ventura |
| Signature Date: 2/23/24 |