Statement of Changes in Beneficial Ownership (4)
December 21 2020 - 09:47AM
Edgar (US Regulatory)
FORM 4
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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
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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
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JONES DAVID A JR/KY |
2. Issuer Name and Ticker or Trading Symbol
HUMANA INC
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HUM
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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)
12/17/2020 |
(Street)
LOUISVILLE, KY 40202
(City)
(State)
(Zip)
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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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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Humana Common | | | | | | | | 453 (5) | D | |
Humana Common | | | | | | | | 800 | I | See Footnote (1) |
Humana Common | 12/17/2020 | | S | | 5000 (6) | D | $392.76 | 77272 | I | See Footnote (4) |
Humana Common | 6/30/2020 | | G | | 5000 (7) | D | $0 | 72272 | 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 |
Restricted Stock Units (2) | (2) | | | | | | | (2) | (2) | Humana Common | 5892 | | 5892 | D | |
Restricted Stock Units (3) | (3) | | | | | | | (3) | (3) | Humana Common | 95 | | 95 | D | |
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 453 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 12/31/20. |
(6) | Shares contributed by the David Jones Jr Revocable Trust to an exchange fund in return for shares of the exchange fund. The Humana Inc. common stock was valued at $392.76 per share, using close of business prices on the day prior to the exchange date, for purposes of determining the number of shares of the exchange fund issued to the Revocable Trust. |
(7) | Shares reported represent a gift/chartiable donation, effective June 30, 2020, in which no value was received in return. |
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. | | 12/21/2020 |
**Signature of Reporting Person | Date |
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