0001062993-22-021633.txt : 20221107 0001062993-22-021633.hdr.sgml : 20221107 20221107125239 ACCESSION NUMBER: 0001062993-22-021633 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221103 FILED AS OF DATE: 20221107 DATE AS OF CHANGE: 20221107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fleming William Kevin CENTRAL INDEX KEY: 0001699801 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05975 FILM NUMBER: 221364582 MAIL ADDRESS: STREET 1: 500 WEST MAIN STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HUMANA INC CENTRAL INDEX KEY: 0000049071 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 610647538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 W MAIN ST CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025801000 MAIL ADDRESS: STREET 1: 500 W. MAIN ST CITY: LOUISVILLE STATE: KY ZIP: 40202 FORMER COMPANY: FORMER CONFORMED NAME: EXTENDICARE INC DATE OF NAME CHANGE: 19740404 FORMER COMPANY: FORMER CONFORMED NAME: HERITAGE HOUSE OF AMERICA INC DATE OF NAME CHANGE: 19671129 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0306 4 2022-11-03 0000049071 HUMANA INC HUM 0001699801 Fleming William Kevin HUMANA INC. 500 WEST MAIN STREET LOUISVILLE KY 40202 0 1 0 0 Seg Pres, Pharmacy Sol & CCAO Humana Common 2022-11-03 4 M 0 6860 307.965 A 9402 D Humana Common 2022-11-03 4 M 0 4297 350.7875 A 13699 D Humana Common 2022-11-03 4 S 0 11157 565.6136 D 2542 D Humana Common 2022-11-03 4 G 0 900 0 D 1642 D Humana Common 2391 I See Footnote Humana Common 119 I See Footnote Options 307.965 2022-11-03 4 M 0 6860 0 D 2026-02-25 Humana Common 6860 324 D Options 350.7875 2022-11-03 4 M 0 4297 0 D 2027-02-24 Humana Common 4297 2149 D Options 376.61 2028-02-22 Humana Common 4807 4807 D Options 425.055 2029-02-21 Humana Common 3750 3750 D Restricted Stock Units Humana Common 428 428 D Restricted Stock Units Humana Common 779 779 D Restricted Stock Units Humana Common 1035 1035 D Phantom Stock Units Humana Common 24 24 I See Footnote Shares held for the benefit of reporting person as of October 31, 2022 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). Shares owned in the William K. Fleming Grantor Retained Annuity Trust (est. 7/2/2020). Reporting person is the sole trustee of the GRAT. Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/25/2019, vesting in three increments from 2/25/20 to 2/25/22. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/24/2020, vesting in three annual increments from 2/24/21 to 2/24/23. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 2/22/2021, vesting in three annual increments from 2/22/22 to 2/22/24. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/21/2022, vesting in three annual increments from 2/21/23 to 2/21/25. 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). 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. 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. Restricted stock units granted to reporting person on 02/21/2022, 33% of the award is vesting on 12/15/22, 12/15/23, and 12/15/24. Phantom Stock Units held for the benefit of reporting person as of October 31, 2022 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. 1,658 shares transferred from Indirect (GRAT) to Direct ownership, effective 9/20/22. Shares disposed of represent gift/charitable donation, effective November 3, 2022, in which no value was received in return. Price reported is weighted average sales price. William K. Fleming 2022-11-07