Statement of Changes in Beneficial Ownership (4)
February 23 2021 - 6:43PM
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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OMB APPROVAL
OMB Number:
3235-0287
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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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Zipperle Cynthia H |
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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Chief Acct Officer & Cont |
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(Last)
(First)
(Middle)
HUMANA INC., 500 WEST MAIN ST |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/19/2021 |
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(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 | 2/19/2021 | | M | | 1806 (9) | A | $0 | 4520 | D |
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| Humana Common | 2/19/2021 | | F | | 572 | D | $377.415 | 3948 | D |
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| Humana Common | 2/19/2021 | | M | | 745 | A | $0 | 4693 | D |
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| Humana Common | 2/19/2021 | | F | | 246 | D | $377.415 | 4447 | D |
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| Humana Common | | | | | | | | 894 | 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) | 2/19/2021 | | M | | | 745 | (4) | (4) | Humana Common | 745 | $0 | 0 | D |
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| Restricted Stock Units (2) | (2) | | | | | | | (5) | (5) | Humana Common | 271 | | 271 | D |
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| Restricted Stock Units (3) | (3) | | | | | | | (6) | (6) | Humana Common | 476 | | 476 | D |
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| Restricted Stock Units (3) | (3) | 2/22/2021 | | A | | 615 | | (7) | (7) | Humana Common | 615 | $0 | 615 | D |
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| Phantom Stock Units (8) | (8) | | | | | | | (8) | (8) | Humana Common | 282 | | 282 | I | See Footnote (8) |
| Explanation of Responses: |
| (1) | Shares held for the benefit of reporting person as of January 31, 2021under 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 receive one share per restricted stock unit pursuant to the Company's 2011 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). |
| (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 02/19/18, 100% of the award is vesting on 02/19/21. |
| (5) | Restricted stock units granted to reporting person on 02/25/19, 33% of the award is vesting on 12/15/19, 12/15/20, and 12/15/21. |
| (6) | Restricted stock units granted to reporting person on 02/24/2020, 33% of the award is vesting on 12/15/20, 12/15/21, and 12/15/22. |
| (7) | Restricted stock units granted to reporting person on 02/22/2021, 33% of the award is vesting on 12/15/21, 12/15/22, and 12/15/23. |
| (8) | Phantom Stock Units held for the benefit of reporting person as of January 31, 2021 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctuation due to changes in stock price. |
| (9) | Includes Performance Stock Units that vested on 2/19/21. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Zipperle Cynthia H
HUMANA INC.
500 WEST MAIN ST
LOUISVILLE, KY 40202 |
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| SVP, Chief Acct Officer & Cont |
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Signatures
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| Cynthia H. Zipperle | | 2/23/2021 |
| **Signature of Reporting Person | Date |
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