Sec Form 4 Filing - Bierbower Elizabeth D @ HUMANA INC - 2019-12-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bierbower Elizabeth D
2. Issuer Name and Ticker or Trading Symbol
HUMANA INC [ HUM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Strategic Advisor
(Last) (First) (Middle)
HUMANA INC., 500 WEST MAIN STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/13/2019
(Street)
LOUISVILLE, KY40202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Humana Common 12/13/2019 M 5,730 A $ 164.645 21,985 D
Humana Common 12/13/2019 M 8,925 A $ 167.805 30,910 D
Humana Common 12/13/2019 S 14,655 D $ 351.4241 ( 10 ) 16,255 D
Humana Common 12/15/2019 M 767 A $ 0 17,022 D
Humana Common 12/15/2019 F 302 D $ 350.41 16,720 D
Humana Common 12/15/2019 M 372 A $ 0 17,092 D
Humana Common 12/15/2019 F 147 D $ 350.41 16,945 D
Humana Common 12/15/2019 M 378 A $ 0 17,323 D
Humana Common 12/15/2019 F 149 D $ 350.41 17,174 D
Humana Common 12/16/2019 M 1,318 A $ 217.415 18,492 D
Humana Common 12/16/2019 S 400 D $ 370 ( 11 ) 18,092 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options ( 1 ) $ 164.645 12/13/2019 M 5,730 ( 1 ) 02/24/2022 Humana Common 5,730 $ 0 0 D
Options ( 2 ) $ 167.805 12/13/2019 M 8,925 ( 2 ) 02/18/2023 Humana Common 8,925 $ 0 0 D
Options ( 3 ) $ 217.415 12/16/2019 M 1,318 ( 3 ) 03/08/2024 Humana Common 1,318 $ 0 13,679 D
Options ( 4 ) $ 268.47 ( 4 ) 02/19/2025 Humana Common 4,817 4,817 D
Options ( 5 ) $ 307.965 ( 5 ) 02/25/2026 Humana Common 5,029 5,029 D
Restricted Stock Units ( 6 ) ( 6 ) 12/15/2019 M 767 ( 7 ) ( 7 ) Humana Common 767 $ 0 1,149 D
Restricted Stock Units ( 6 ) ( 6 ) 12/15/2019 M 372 ( 8 ) ( 8 ) Humana Common 372 $ 0 373 D
Restricted Stock Units ( 6 ) ( 6 ) 12/15/2019 M 378 ( 9 ) ( 9 ) Humana Common 378 $ 0 758 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bierbower Elizabeth D
HUMANA INC.
500 WEST MAIN STREET
LOUISVILLE, KY40202
Strategic Advisor
Signatures
Elizabeth D. Bierbower 12/17/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/24/2015, vesting in three increments from 02/24/2016 to 02/24/2018.
( 2 )Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/18/2016, vesting in three increments from 02/18/2017 to 02/18/2019.
( 3 )Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 03/08/2017. 9,998 options vesting in 3 annual increments, and 4,999 options fully vest three years from date of grant.
( 4 )Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/19/2018, vesting in three increments from 02/19/19 to 02/19/21.
( 5 )Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/25/2019, vesting in three increments from 02/25/20 to 02/25/22.
( 6 )Right to receive one share per restricted stock unit pursuant to the Company's 2011 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).
( 7 )Restricted stock units granted to reporting person on 03/08/17. 2,299 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,149 shares fully vest three years from date of grant.
( 8 )Restricted stock units granted to reporting person on 02/19/18, 33% of the award is vesting on 12/15/18, 12/15/19 and 12/15/20.
( 9 )Restricted stock units granted to reporting person on 02/25/19, 33% of the award is vesting on 12/15/19, 12/15/20 and 12/15/21.
( 10 )Price reported is weighted avg sales price.
( 11 )Price reported is weighted avg sales price.

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