0001062993-23-005050.txt : 20230228 0001062993-23-005050.hdr.sgml : 20230228 20230228104959 ACCESSION NUMBER: 0001062993-23-005050 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230224 FILED AS OF DATE: 20230228 DATE AS OF CHANGE: 20230228 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: 23680220 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 2023-02-24 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 2023-02-24 4 M 0 4560 0 A 6829 D Humana Common 2023-02-24 4 F 0 1802 510.2425 D 5027 D Humana Common 2391 I See Footnote Humana Common 119 I See Footnote Options 307.965 2026-02-25 Humana Common 324 324 D Options 350.7875 2027-02-24 Humana Common 2149 2149 D Options 376.61 2028-02-22 Humana Common 4807 4807 D Options 425.055 2029-02-21 Humana Common 3750 3750 D Options 510.2425 2023-02-24 4 A 0 3698 0 A 2030-02-24 Humana Common 3698 3698 D Restricted Stock Units Humana Common 390 390 D Restricted Stock Units Humana Common 690 690 D Restricted Stock Units 2023-02-24 4 A 0 958 0 A Humana Common 958 958 D Phantom Stock Units Humana Common 24 24 I See Footnote Shares held for the benefit of reporting person as of January 31, 2023 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 buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/24/2023, vesting in three annual increments from 2/24/24 to 2/24/26. 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 02/22/2021, 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. Restricted stock units granted to reporting person on 02/24/2023, 33% of the award is vesting on 12/15/23, 12/15/24, and 12/15/25. Phantom Stock Units held for the benefit of reporting person as of January 31, 2023 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. Performance Stock Units vested on 2/24/23, not required to be reported until vest. Disposition reported represents shares withheld for payment of tax liability associated with vesting of Performance Stock Units on 2/24/23. William K. Fleming 2023-02-28