Statement of Changes in Beneficial Ownership (4)
23 März 2023 - 03:28PM
Edgar (US Regulatory)
FORM 4
☐ Check this
box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * Renaudin George
II |
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
__X__ Officer (give title
below) _____ Other
(specify below)
President, Medicare &
Medicaid |
(Last)
(First)
(Middle)
HUMANA INC., 500 W. MAIN STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/21/2023
|
(Street)
LOUISVILLE, KY 40202 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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) |
Code |
V |
Amount |
(A) or (D) |
Price |
Humana Common |
|
|
|
|
|
|
|
1046 |
D |
|
Humana Common |
|
|
|
|
|
|
|
475 |
I |
See Footnote (1) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Options (2) |
$510.2425 |
|
|
|
|
|
|
(2) |
2/24/2030 |
Humana Common |
4162 |
|
4162 |
D |
|
Restricted Stock Units (3) |
(3) |
|
|
|
|
|
|
(4) |
(4) |
Humana Common |
241 |
|
241 |
D |
|
Restricted Stock Units (3) |
(3) |
|
|
|
|
|
|
(5) |
(5) |
Humana Common |
1241 |
|
1241 |
D |
|
Restricted Stock Units (3) |
(3) |
|
|
|
|
|
|
(6) |
(6) |
Humana Common |
459 |
|
459 |
D |
|
Restricted Stock Units (3) |
(3) |
|
|
|
|
|
|
(7) |
(7) |
Humana Common |
609 |
|
609 |
D |
|
Restricted Stock Units (3) |
(3) |
|
|
|
|
|
|
(8) |
(8) |
Humana Common |
1078 |
|
1078 |
D |
|
Phantom Stock Units (9) |
(9) |
3/21/2023 |
|
J |
|
3 |
|
(9) |
(9) |
Humana Common |
3 |
$500.87 |
151 |
I |
See Footnote (9) |
Explanation of
Responses: |
(1) |
Shares held for the benefit
of reporting person as of February 28, 2023 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 02/24/2023, vesting in three annual increments from
2/24/24 to 2/24/26. |
(3) |
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). |
(4) |
Restricted stock units
granted to reporting person on 2/22/2021, 33% of the award is
vesting on 12/15/21, 12/15/22, and 12/15/23. |
(5) |
Restricted stock units
granted to reporting person on 9/1/2021, 100% of the award is
vesting on 9/1/2024. |
(6) |
Restricted stock units
granted to reporting person on 2/21/2022, 33% of the award is
vesting on 12/15/22, 12/15/23, and 12/15/24. |
(7) |
Restricted stock units
granted to reporting person on 10/1/2022, 100% of the award is
vesting on 10/1/2025. |
(8) |
Restricted stock units
granted to reporting person on 2/24/2023, 33% of the award is
vesting on 12/15/23, 12/15/24, and 12/15/25. |
(9) |
Phantom Stock Units held for
the benefit of reporting person as of March 21, 2023 based on the
value of Humana common stock on a 1-for-1 basis, under the Humana
Retirement Equalization Plan. Contributions are made once annually
and reported within 2 business days of the contribution date with
the transaction code "J". The ending number of units reflects
normal fluctuation due to changes in stock price. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Renaudin George II
HUMANA INC.
500 W. MAIN STREET
LOUISVILLE, KY 40202 |
|
|
President, Medicare &
Medicaid |
|
Signatures
|
George Renaudin II |
|
3/23/2023 |
**Signature of Reporting
Person |
Date |
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 control number. |
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