As filed with the Securities and Exchange Commission on May 1, 2019
Registration No. __________
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
HUMANA INC.
(Exact name
of registrant as specified in its charter)
|
|
|
Delaware
|
|
61-0647538
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
500 West Main Street
Louisville, Kentucky 40202
(502)
580-1000
(Address, including zip code and telephone number, including area code, of registrants principal executive offices)
Amended and Restated Humana Inc. Stock Incentive Plan
(Full title of the plan)
Joseph C. Ventura
Chief
Legal Officer
Humana Inc.
500 West Main Street
Louisville, Kentucky 40202
(502)
580-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Securities
to be Registered
|
|
Amount
to be
Registered
(2)
|
|
Proposed
Maximum
Offering
Price
Per Share (1)
|
|
Proposed
Maximum
Aggregate
Offering Price (1)
|
|
Amount of
Registration Fee
|
Common Stock, par value $0.16 2/3 per share (1)
|
|
16,000,000 shares
|
|
$248.98
|
|
$3,983,680,000
|
|
$482,822
|
|
|
(1)
|
Estimated solely for purposes of determining the registration fee pursuant to Rule 457(c) and 457(h) of the
Securities Act of 1933, as amended (the
Securities Act
) and based on the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on April 24, 2019.
|
(2)
|
This registration statement also relates to an indeterminate number of shares of Common Stock that may be
issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416.
|