FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/11/2014 |
3. Issuer Name and Ticker or Trading Symbol
HUMANA INC [ HUM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Humana | 879 | I | See Footnote(10) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Options(1) | (8) | 04/20/2017 | Humana Common | 4,213 | $44.955 | D | |
Options(1) | (9) | 12/13/2019 | Humana Common | 1,196 | $67.4825 | D | |
Restricted Stock Units(2) | (4) | (4) | Humana Common | 1,974 | $0(3) | D | |
Restricted Stock Units(2) | (5) | (5) | Humana Common | 445 | $0(3) | D | |
Restricted Stock Units(2) | (6) | (6) | Humana Common | 1,656 | $0(3) | D | |
Restricted Stock Units(2) | (7) | (7) | Humana Common | 1,224 | $0(3) | D | |
Phantom Stock Units | (11) | (11) | Humana Common | 211 | (11) | I | See Footnote.(11) |
Explanation of Responses: |
1. Right to buy pursuant to Company's 2003 Incentive Stock Plan. |
2. Right to receive one share per restricted stock persuant to the Company's 2011 Stock Incentive Plan. |
3. 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 02/23/12, 100% of the award is vesting on 02/23/15. |
5. Restricted stock units granted to reporting person on 12/13/12, 100% of the award is vesting on 12/13/15. |
6. Restricted stock units granted to reporting person on 02/20/13, 100% of the award is vesting on 02/20/16. |
7. Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17. |
8. Incentive and Non-Qualified stock options granted to reporting person on 04/20/10, vesting in three increments from 04/20/11 to 04/20/13. |
9. Incentive and Non-Qualified stock options granted to reporting person on 12/13/12, vesting in three increments from 12/13/13 to 12/13/15. |
10. Shares held for the benefit of reporting person as of December 12, 2014 under 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). |
11. Phantom Stock Units held for the benefit of reporting person as of December 12, 2014 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. |
Remarks: |
Cynthia H. Zipperle | 12/15/2014 | |
** 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 5 (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 Number. |