Statement of Changes in Beneficial Ownership (4)
20 April 2023 - 04:59PM
Edgar (US Regulatory)
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FORM 4
☒ Check this
box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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| 1. Name
and Address of Reporting Person * JONES DAVID A
JR/KY |
2. Issuer Name and Ticker or Trading
Symbol HUMANA INC [ HUM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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|
(Last)
(First)
(Middle)
CHRYSALIS VENTURES, INC., 101 S. FIFTH STREET, SUITE
1650 |
3. Date of Earliest Transaction (MM/DD/YYYY)
4/20/2023
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(Street)
LOUISVILLE, KY 40202 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
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(City)
(State)
(Zip)
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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
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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) |
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Code |
V |
Amount |
(A) or (D) |
Price |
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Humana Common |
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|
|
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380 (5) |
D |
|
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Humana Common |
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|
|
|
|
|
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800 |
I |
See Footnote (1) |
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Humana Common |
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|
|
|
|
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32440 |
I |
See Footnote (4) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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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 |
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Restricted Stock Units (2) |
(2) |
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(2) |
(2) |
Humana Common |
5892 |
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5892 |
D |
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Restricted Stock Units (3) |
(3) |
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|
|
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(3) |
(3) |
Humana Common |
95 |
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95 |
D |
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| Explanation of
Responses: |
| (1) |
Shares held in two trusts
for the benefit of reporting person's son/daughter, respectively,
in each case where the reporting person is the sole
trustee. |
| (2) |
Annual Director's fee
payable in stock units which have been deferred at the election of
the reporting person until his resignation of services as a
director at which time the stock units will be payable in Humana
Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule
16(b)-3(d)(1). |
| (3) |
Director's dividend payment
reinvested into stock units on vested and deferred stock units,
deferred in accordance with the Plan until his resignation of
services as a director at which time the deferred dividend stock
units will be payable in Humana Inc. common stock on a 1-for-1
basis, exempt pursuant to Rule16(b)-3(d). |
| (4) |
Shares held by a revocable
trust account (Dec 2009), on which reporting person is the sole
trustee, holding certain shares of Humana Inc. common
stock. |
| (5) |
Includes 380 restricted
stock units pursuant to the annual Director's Fee Program
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 of which 100% is vesting
on 12/31/23. Total shares received will be pro-rated based on
number of months served on the Board prior to
separation. |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
JONES DAVID A JR/KY
CHRYSALIS VENTURES, INC.
101 S. FIFTH STREET, SUITE 1650
LOUISVILLE, KY 40202 |
X |
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Signatures
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David A. Jones, Jr. |
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4/20/2023 |
| **Signature of Reporting
Person |
Date |
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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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