Statement of Changes in Beneficial Ownership (4)
January 05 2021 - 12:18PM
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
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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
*
McDonald William J. |
2. Issuer Name and Ticker or Trading Symbol
HUMANA INC
[
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)
HUMANA INC., 500 W. MAIN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2020 |
(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 | | | | | | | | 2276 (1) | I | See Footnote. (1) |
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 | 25499 | | 25499 | D | |
Restricted Stock Units (3) | (3) | 12/31/2020 | | A | | 73 | | (3) | (3) | Humana Common | 73 | $407.155 | 10472 | D | |
Restricted Stock Units (4) | (4) | 12/31/2020 | | A | | 196 | | (4) | (4) | Humana Common | 196 | $407.155 | 1500 | D | |
Restricted Stock Units (5) | (5) | 1/4/2021 | | A | | 403 | | (5) | (5) | Humana Common | 403 | $0 | 403 | D | |
Explanation of Responses: |
(1) | Shares held in Living Trust in the reporting person's name, with the reporting person's spouse as sole trustee, established October 26, 2020. Transfer of 2,276 shares was made effective on December 23, 2020 from a directly held brokerage account to the Living Trust. |
(2) | Annual Director's fee payable in stock units, 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 cash fee elected to be converted into stock units, 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). |
(4) | 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). |
(5) | 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) under Company's 2019 Amended & Restated Plan.100% of the award is vesting on 12/31/21. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
McDonald William J. HUMANA INC. 500 W. MAIN STREET LOUISVILLE, KY 40202 | X |
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Signatures
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William J. McDonald | | 1/5/2021 |
**Signature of Reporting Person | Date |
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