Statement of Changes in Beneficial Ownership (4)
February 28 2023 - 12:35PM
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).
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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
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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
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Schick Susan D. |
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)
Seg Pres. Grp. & Military Bus. |
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(Last)
(First)
(Middle)
HUMANA INC., 500 W. MAIN ST. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/24/2023 |
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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 | 2/24/2023 | | M | | 1267 (7) | A | $0 | 4086 | D | |
| Humana Common | 2/24/2023 | | F | | 399 (8) | D | $510.2425 | 3687 | D | |
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 |
| Options (1) | $403.05 | | | | | | | (1) | 9/1/2028 | Humana Common | 1765 | | 1765 | D | |
| Options (2) | $425.055 | | | | | | | (2) | 2/21/2029 | Humana Common | 2685 | | 2685 | D | |
| Restricted Stock Units (3) | (3) | | | | | | | (4) | (4) | Humana Common | 190 | | 190 | D | |
| Restricted Stock Units (3) | (3) | | | | | | | (5) | (5) | Humana Common | 290 | | 290 | D | |
| Restricted Stock Units (3) | (3) | | | | | | | (6) | (6) | Humana Common | 494 | | 494 | D | |
| Explanation of Responses: |
| (1) | Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 9/1/2021, vesting in three annual increments from 9/1/22 to 9/1/24. |
| (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 2/21/2022, vesting in three annual increments from 2/21/23 to 2/21/25. |
| (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, 33% of the award is vesting on 9/1/22, 9/1/23, and 9/1/24. |
| (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) | Performance Stock Units vested on 2/24/23, not required to be reported until vest. |
| (8) | Disposition reported represents shares withheld for payment of tax liability associated with vesting of Performance Stock Units on 2/24/23. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Schick Susan D.
HUMANA INC.
500 W. MAIN ST.
LOUISVILLE, KY 40202 |
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| Seg Pres. Grp. & Military Bus. |
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Signatures
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| Susan D. Schick | | 2/28/2023 |
| **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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