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Ventura Joseph C – ‘4’ for 9/20/22 re: Humana Inc.

On:  Thursday, 9/22/22, at 2:51pm ET   ·   For:  9/20/22   ·   As:  Officer   ·   Accession #:  1062993-22-19857   ·   File #:  1-05975

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/22/22  Ventura Joseph C                  4          Officer     1:14K  Humana Inc.                       Newsfile Corp./FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     14K 
                Securities by an Insider -- form4.xml/3.6                        




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
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*
Ventura Joseph C

(Last)(First)(Middle)
HUMANA INC.
500 W 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)
Director 10% Owner
XOfficer (give title below) Other (specify below)
Chief Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
9/20/22
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 Common 9/20/22 S 1,226 (10)D$506.78083,930D
Humana Common 9/20/22 G 61 (11)D$03,869D
Humana Common 3/3/22 G 70 (12)D$03,799D
Humana Common 229ISee 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 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 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)$307.965 (2) 2/25/26Humana Common3,592 3,592D
Options (3)$350.7875 (3) 2/24/27Humana Common4,656 4,656D
Options (4)$376.61 (4) 2/22/28Humana Common4,598 4,598D
Options (5)$425.055 (5) 2/21/29Humana Common3,932 3,932D
Restricted Stock Units (6) (6) (7) (7)Humana Common309 309D
Restricted Stock Units (6) (6) (8) (8)Humana Common745 745D
Restricted Stock Units (6) (6) (9) (9)Humana Common1,085 1,085D
Explanation of Responses:
(1)  Shares held for the benefit of reporting person as of August 31, 2022 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. 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.
(3)  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.
(4)  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.
(5)  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.
(6)  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).
(7)  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.
(8)  Restricted stock units granted to reporting person on 2/22/21, 33% of the award is vesting on 12/15/21, 12/15/22, and 12/15/23.
(9)  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.
(10)  Price reported is average sales price.
(11)  Shares disposed of represent a gift/charitable donation effective September 20, 2022 in which no value was received in return.
(12)  Shares disposed of represent a gift/charitable donation effective March 3, 2022 in which no value was received in return.
Joseph C. Ventura 9/22/22
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
____________
Transaction Codes:
    G    Bona fide gift.
    S    Open market or private sale of non-derivative or derivative security.

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Filing Submission 0001062993-22-019857   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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