0001062993-23-022811.txt : 20231219 0001062993-23-022811.hdr.sgml : 20231219 20231219104821 ACCESSION NUMBER: 0001062993-23-022811 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231215 FILED AS OF DATE: 20231219 DATE AS OF CHANGE: 20231219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fleming William Kevin CENTRAL INDEX KEY: 0001699801 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05975 FILM NUMBER: 231495896 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] ORGANIZATION NAME: 02 Finance 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 X0508 4 2023-12-15 0000049071 HUMANA INC HUM 0001699801 Fleming William Kevin HUMANA INC. 500 WEST MAIN STREET LOUISVILLE KY 40202 0 1 0 0 Chief Corporate Aff. Officer 0 Humana Common 2023-12-15 4 M 0 390 0 A 7808 D Humana Common 2023-12-15 4 F 0 179 463.58 D 7629 D Humana Common 2023-12-15 4 M 0 345 0 A 7974 D Humana Common 2023-12-15 4 F 0 159 463.58 D 7815 D Humana Common 2023-12-15 4 M 0 319 0 A 8134 D Humana Common 2023-12-15 4 F 0 147 463.58 D 7987 D Humana Common 120 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 2030-02-24 Humana Common 3698 3698 D Restricted Stock Units 2023-12-15 4 M 0 390 0 D Humana Common 390 0 D Restricted Stock Units 2023-12-15 4 M 0 345 0 D Humana Common 345 345 D Restricted Stock Units 2023-12-15 4 M 0 319 0 D Humana Common 319 639 D Phantom Stock Units Humana Common 24 24 I See Footnote Shares held for the benefit of reporting person as of November 30, 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). 2,391 shares were transferred from William K. Fleming Grantor Retained Annuity Trust (est. 7/2/2020) to direct ownership on 9/15/2023. 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 November 30, 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. Disposition reported represents shares withheld for payment of tax liability associated with vesting of Restricted Stock Units on 12/15/23. William K. Fleming 2023-12-19