-----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, HaSU+EEwyLcboMNSiu3O0MuvVIO0ZaMi4TkyHh6SHbhBrosQOeroUn19zvS6B2eH a5ZVXSE/vBAcy99FrBxgOA== 0000049071-04-000029.txt : 20040226 0000049071-04-000029.hdr.sgml : 20040226 20040226162518 ACCESSION NUMBER: 0000049071-04-000029 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040224 FILED AS OF DATE: 20040226 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: SHIELDS R EUGENE CENTRAL INDEX KEY: 0001119684 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05975 FILM NUMBER: 04631043 BUSINESS ADDRESS: STREET 1: C/O HUMANA INC STREET 2: 500 WEST MAIN ST. CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025801000 MAIL ADDRESS: STREET 1: C/O HUMANA INC STREET 2: 500 WEST MAIN ST CITY: LOUISVILLE STATE: KY ZIP: 40202 4 1 edgar.xml PRIMARY DOCUMENT X0201 4 2004-02-24 0000049071 HUMANA INC HUM 0001119684 SHIELDS R EUGENE HUMANA INC. 500 WEST MAIN STREET LOUISVILLE KY 40202 0 1 0 0 Senior Vice President-Gov Prgm Humana Common 69215 D Humana Common 1277 I See Footnote Humana Common 8678 I See Footnote Options 15.5938 2008-01-15 Humana Common 17400 17400 D Options 15.5938 2008-09-17 Humana Common 30450 30450 D Options 15.5938 2007-01-09 Humana Common 22925 22925 D Options 15.5938 2005-01-12 Humana Common 3440 3440 D Options 19.25 2009-01-15 Humana Common 20000 20000 D Options 9.5938 2009-09-09 Humana Common 20000 20000 D Options 12.995 2012-03-13 Humana Common 20000 20000 D Options 9.26 2013-03-13 Humana Common 15000 15000 D Options 21.275 2004-02-24 4 A 0 15000 21.275 A 2014-02-24 Humana Common 15000 15000 D Phantom Stock Units Humana Common 3719 3719 I See Footnote Each 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. Total amount of directly owned shares were reported incorrectly on previous Form 4's. The total inadvertently included indirect shares held by a family member while those indirect shares were also reported separately. The corrected amount of directly owned shares is reported on this form filing. Reporting person has a child over the age of majority living in his household who holds 1,277 shares. Shares held for the benefit of reporting person as of January 31, 2004 under the Humana Retirement & Savings Plan, including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, both exempt under Rule 16b-3(c). Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees. Non-Qualified stock options were granted to reporting person on 9/17/98 vesting in three increments from 9/17/99 to 1/15/01. Non-Qualified stock options were granted to reporting person on 9/17/98, all of which vest on 9/17/99. Non-Qualified stock options were granted to reporting person on 9/17/98 vesting in two increments from 9/17/99 to 1/9/00. Non-Qualified stock options were granted to reporting person on 9/17/98, all of which vest on 1/12/05. Non-Qualified stock options were granted to reporting person on 1/15/99 vesting in three increments from 1/15/00 to 1/15/02. Non-Qualified stock options were granted to reporting person on 9/9/99 vesting in three increments from 9/9/00 to 9/9/02. Incentive stock options were granted to reporting person on 3/13/02 vesting in thirds from 3/13/03 to 3/13/05. Incentive and Non-Qualified stock options granted to reporting person on 3/13/03, NQ options to vest in two increments on 3/13/04 & 3/13/05, and ISO's to vest in three increments from 3/13/04 to 3/13/06. Right to buy pursuant to the Company's 2003 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 2/24/04, NQ options vesting in three increments from 2/24/05 to 2/24/07, and ISO's vesting in two increments on 2/24/06 and 2/24/07. Phantom Stock Units held for the benefit of reporting person as of January 31, 2004, based on the value of Humana common stock on a 1-for1 basis, under the Humana Excess Plan and exempt under Rule 16b-3(c and d). R. Eugene Shields 2004-02-24 -----END PRIVACY-ENHANCED MESSAGE-----