-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CZJ0uK2bN/Vn6yRmXztXJag0TPs7RB2x7PKME+6Ju5P1AUiwAeGeAVRXzMSfIhP8 RjB/96MJKikql2Jju79yZg== 0000049071-03-000093.txt : 20030916 0000049071-03-000093.hdr.sgml : 20030916 20030916143944 ACCESSION NUMBER: 0000049071-03-000093 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030912 FILED AS OF DATE: 20030916 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HUMANA INC CENTRAL INDEX KEY: 0000049071 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JONES DAVID A SR/KY CENTRAL INDEX KEY: 0001070038 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05975 FILM NUMBER: 03897460 BUSINESS ADDRESS: STREET 1: C/O HUMANA INC STREET 2: 500 W MAIN ST CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025801000 MAIL ADDRESS: STREET 1: C/O HUMANA INC STREET 2: 500 W MAIN ST 27TH FL CITY: LOUISVILLE STATE: KY ZIP: 40202 4 1 edgar.xml PRIMARY DOCUMENT X0201 42003-09-12 0000049071 HUMANA INC HUM 0001070038 JONES DAVID A SR/KY HUMANA INC. 500 WEST MAIN STREET LOUISVILLE KY 40202 1000Humana Common2003-09-124M0265000A1484482DSee Footn oteHumana Common2003-09-124F016526718.03D1319215DSee FootnoteHumana Common2003-09-164S036796D1282419DSee FootnoteHumana Common757974ISee FootnoteHumana Common2519ISee FootnoteHumana Common610140ISee FootnoteHumana Common30000ISee FootnoteHumana Common375406ISee FootnoteHumana Common4760659ISee FootnoteOptions18.78132000-01-042009-01-04Humana Common50005000DOptions21.251999-01-022008-01-02Humana Common50005000DOptions7.8752003-09-124M0500018.03D2001-01-032010-01-03Humana Common00DOptions14.78132003-09-124M0111318.03D2002-01-022011-01-02Humana Common00DOptions14.78132003-09-124M0388718.03D2002-01-022011-01-02Humana Common00DOptions11.2352003-09-124M08333418.03D2002-10-102011-10-10Humana Common00DOptions11.2352003-09-124M08333318.03D2003-09-102011-10-10Humana Common00DOptions11.2352003-09-124M08333318.03D2003-09-102011-10-10Humana Common00DOptions11.552003-09-124M0500018.03D2003-01-022012-01-02Humana Common00DOptions10.192004-01-022013-01-02Humana Common50005000DForward Sale Contract2004-03-222004-03-22Humana Common4517000DEach share of Common Stock contains a Right adopted on March 5, 1987, pursuant to the Company Rights Agreement, as amended and restated on February 14, 1996, and amended as of May 27, 1998 and March 1, 1999, which entitles holders of the Company's Common Stock, in the event certain specified events occur, to acquire 1/100 of a share of Series A Participating Preferred Stock at a pri ce of $145 per fractional share.Shares held by DBJ Investments, Ltd., a limited partnership of which reporting person is a limited partner and DBJ, LLC is the General Partner. Reporting person and spouse are the members of DBJ, LLC. Reporting person disclaims beneficial ownership of Company stock held by the partnership except to the extent of his pecuniary interest.Shares held by Family Limited Partnership ("FLP") of which reporting person and his spouse are General Partners, and Trusts, established by reporting person and spouse, are Limited Partners together with a Family Charitable Foundation.Shares held by reporting person's spouse.Shares held by Jones Investments, Ltd., a partnership of which DBJ, LLC is the General Partner. Reporting person and spouse are the members of DBJ, LLC.Shares held by David A. Jones Revocable Trust (DAJ-RT) of which rep orting person is Settlor and Trustee. Reporting person disclaims beneficial ownership of Company stock held by the DAJ-RT except to the extent of his pecuniary interest.Shares held by Betty A. Jones Revocable Trust (BJ-RT) of which she is Settlor and Trustee. Reporting person disclaims beneficial ownership of Company stock held by the BJ-RT except to the extent of his pecuniary interest.On 3/22/01, Jones entered into a forward sale agreement ("FAGT") relating to up to 451,700 shs of Com Stk. In connection with the FAGT, between 3/14-22/01, the counterparty sold 451,700 shs of Com Stk into the public mkt in accordance w/paragraphs (f) and (g) of Rule 144 under the Sec. Act of 1933, as amd, at an avg price of $11.32 per shr. The FAGT provides that 3 bus. days after 3/22/04 Jones will deliver a # of shs of Com Stk (or, at the election of Jones, the cash eqv of such shs) based on: (a) if the closing price of the Com Stk on 3/22/04 ("F in Price") is < $11.32 p/shr, Jones will deliver 451,700 shs; (b) if the Fin Price is = to or > $11.32 per shr ("Fl Price") but < or = to $13.92 p/shr (the "Cap Price"), Jones will deliver a # of shs = to Fl Price/Final price x 451,700; and (c) if the Fin Price is > than the Cap Price, Jones will del. a # of shs = to Fl Price + (Fin. Price-Cap Price)/Fin Price x 451,700. In consideration, Jones has rcv'd $4,381,490.Right to buy pursuant to Humana Inc.'s 1989 Stock Option Plan for Non-Employee Directors.Right to buy pursuant to Humana Inc.'s 1996 Incentive Stock Option Plan (166,666 options previously unvested were accelerated in accordance with Rule 16b-3(d) pursuant to approval by the Organizational & Compensation Committee of the Board of Directors on 9/10/03).Reporting person exercised vested stock options previously granted at prices between $7.875 and $14.7813.< footnote id="F12">Reporting person sold directly held shares at prices between $17.90 and $17.95.David A. Jones2003-09-16 -----END PRIVACY-ENHANCED MESSAGE-----