Statement of Changes in Beneficial Ownership (4)
January 04 2019 - 4:13PM
Edgar (US Regulatory)
FORM 4
[ ]
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
Estimated average burden
hours per response...
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
*
JONES DAVID A JR/KY
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2. Issuer Name
and
Ticker or Trading Symbol
HUMANA INC
[
HUM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
CHRYSALIS VENTURES, INC., 101 S. FIFTH STREET, SUITE 1650
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/16/2011
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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
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1/2/2019
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A
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588
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A
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$0
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588
(5)
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D
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Humana Common
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11/16/2011
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S
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600
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D
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$88.0504
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2000
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I
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See Footnote
(1)
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Humana Common
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3/16/2012
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S
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400
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D
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$86.3206
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1600
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I
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See Footnote
(1)
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Humana Common
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6/10/2014
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S
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400
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D
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$124.4949
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1200
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I
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See Footnote
(1)
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Humana Common
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8/11/2014
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S
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200
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D
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$120.2401
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1000
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I
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See Footnote
(1)
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Humana Common
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5/18/2017
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S
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200
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D
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$230.0401
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800
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I
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See Footnote
(1)
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Humana Common
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87484
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I
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See Footnote
(4)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
(2)
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(2)
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(2)
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(2)
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Humana Common
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5892
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5892
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D
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Restricted Stock Units
(3)
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(3)
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(3)
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(3)
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Humana Common
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95
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95
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D
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Explanation of Responses:
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(1)
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Shares held in two trusts for the benefit of reporting person's son/daughter, respectively, in each case where the reporting person is the sole trustee. Amounts reported reflect equal sales and subsequent holdings from each trust on the reported dates that were inadvertently omitted from prior filings.
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(2)
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Annual Director's fee payable in stock units which have been deferred at the election of the reporting person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1).
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(3)
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Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan until his resignation of services as a director at which time the deferred dividend stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule16(b)-3(d).
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(4)
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Shares held by a revocable trust account (Dec 2009), on which reporting person is the sole trustee, holding certain shares of Humana Inc. common stock. 658 shares were transferred to trust on January 2, 2019 from directly held brokerage account.
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(5)
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Includes 588 restricted stock units pursuant to the annual Director's Fee Program representing a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1)&(3) under the Company's 2011 Plan of which 100% is vesting on 12/31/2019.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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JONES DAVID A JR/KY
CHRYSALIS VENTURES, INC.
101 S. FIFTH STREET, SUITE 1650
LOUISVILLE, KY 40202
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X
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Signatures
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David A. Jones, Jr.
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1/4/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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