William K. Fleming - 24 Feb 2023 Form 4 Insider Report for HUMANA INC (HUM)

Role
Seg Pres, Pharmacy Sol & CCAO
Signature
William K. Fleming
Issuer symbol
HUM
Transactions as of
24 Feb 2023
Transactions value $
-$919,457
Form type
4
Filing time
28 Feb 2023, 09:49:59 UTC
Previous filing
19 Dec 2022
Next filing
19 Dec 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HUM Humana Common Options Exercise $0 +4.56K +200.97% $0.00 6.83K 24 Feb 2023 Direct F13
transaction HUM Humana Common Tax liability -$919K -1.8K -26.39% $510.24 5.03K 24 Feb 2023 Direct F14
holding HUM Humana Common 2.39K 24 Feb 2023 See Footnote F2
holding HUM Humana Common 119 24 Feb 2023 See Footnote F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HUM Options Award $0 +3.7K $0.00 3.7K 24 Feb 2023 Humana Common 3.7K $510.24 Direct F7, F8
transaction HUM Restricted Stock Units Award $0 +958 $0.00 958 24 Feb 2023 Humana Common 958 Direct F8, F11
holding HUM Options 324 24 Feb 2023 Humana Common 324 $307.97 Direct F3
holding HUM Options 2.15K 24 Feb 2023 Humana Common 2.15K $350.79 Direct F4
holding HUM Options 4.81K 24 Feb 2023 Humana Common 4.81K $376.61 Direct F5
holding HUM Options 3.75K 24 Feb 2023 Humana Common 3.75K $425.06 Direct F6
holding HUM Restricted Stock Units 390 24 Feb 2023 Humana Common 390 Direct F8, F9
holding HUM Restricted Stock Units 690 24 Feb 2023 Humana Common 690 Direct F8, F10
holding HUM Phantom Stock Units 24 24 Feb 2023 Humana Common 24 See Footnote F11, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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).
F2 Shares owned in the William K. Fleming Grantor Retained Annuity Trust (est. 7/2/2020). Reporting person is the sole trustee of the GRAT.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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).
F9 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.
F10 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.
F11 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.
F12 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.
F13 Performance Stock Units vested on 2/24/23, not required to be reported until vest.
F14 Disposition reported represents shares withheld for payment of tax liability associated with vesting of Performance Stock Units on 2/24/23.