-----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, UoijaonK5LMoUC3iNsTvdttIzJFqYrai09jBxMkUUSyxwojpRrD/+nuVo7+yu7VP JmkcelxE/LG+0CQqONFfww== 0000049071-03-000123.txt : 20031124 0000049071-03-000123.hdr.sgml : 20031124 20031124140401 ACCESSION NUMBER: 0000049071-03-000123 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031120 FILED AS OF DATE: 20031124 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: 031020277 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 42003-11-20 0000049071 HUMANA INC HUM 0001070038 JONES DAVID A SR/KY HUMANA INC. 500 WEST MAIN STREET LOUISVILLE KY 40202 1000Humana Common2003-11-204J045170020.7029D830719DHumana Common2003-11-204P05220920.7029A882928DHumana Common2003-11-214S0200000D682928DHumana Common757974ISee FootnoteHumana Common2519ISee FootnoteHumana Common610140ISee FootnoteHumana Common30000ISee FootnoteHumana Common375406ISee FootnoteHumana Common4760659ISee FootnoteOptions18.78132000-01-042009-01-04Humana Common50005000DOptions21.251999-01-022008-01-02Humana Common50005000DOptions10.192004-01-022013-01-02Humana Common50005000DForward Sale Contract2003-11-214J0451700D2003-11-202004-03-22Humana Common0DEach 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 price 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 reporting 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 ("Fin 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.Reporting person elected early termination of the FAGT (see footnote 8.). Pursuant thereto, he delivered 399,491 shares and retained 52,209 shares which were valued at $20.7029 per share in connection with the settlement. The settlement is an exempt transaction. The retention of 52,209 shares is deemed a purchase at $20.7029. For all sales of reporting person's stock within 6 months of settlement, the sales price was less than $20.7029.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 Ru le 16b-3(d) pursuant to approval by the Organizational & Compensation Committee of the Board of Directors on 9/10/03).Reporting person sold shares at prices between $20.52 and $20.60.David A. Jones2003-11-21 -----END PRIVACY-ENHANCED MESSAGE-----