-----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, GpgNsujWMYnYKfjoSmF+P0OPeSEb+2hRaELCNM0IhBuFxTiqLP7vzRdgiqfYQaB+ mbotu/EZu0MDxDp/aMgs2Q== 0000049071-05-000096.txt : 20051212 0000049071-05-000096.hdr.sgml : 20051212 20051212181026 ACCESSION NUMBER: 0000049071-05-000096 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051209 FILED AS OF DATE: 20051212 DATE AS OF CHANGE: 20051212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCCALLISTER MICHAEL B CENTRAL INDEX KEY: 0001018657 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05975 FILM NUMBER: 051259385 BUSINESS ADDRESS: BUSINESS PHONE: 5025803778 MAIL ADDRESS: STREET 1: 500 WEST MAIN STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 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 MAIL ADDRESS: STREET 1: 500 W. MAIN ST CITY: LOUISVILLE STATE: KY ZIP: 40202 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 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-12-09 0000049071 HUMANA INC HUM 0001018657 MCCALLISTER MICHAEL B HUMANA INC. 500 WEST MAIN STREET LOUISVILLE KY 40202 1 1 0 0 President & CEO Humana Common 2005-12-09 4 M 0 10000 49.065 A 285846 D Humana Common 13869 I See Footnote Humana Common 14786 I See Footnote Humana Common 2396 I See Footnote Humana Common 38105 I See Footnote Options 15.625 2006-07-11 Humana Common 135000 135000 D Options 15.5938 2007-01-09 Humana Common 18340 18340 D Options 15.5938 2007-07-10 Humana Common 30480 30480 D Options 15.5938 2005-12-09 4 M 0 10000 15.5938 D 2008-01-15 Humana Common 10000 24800 D Options 19.25 2009-01-15 Humana Common 30000 30000 D Options 7.4688 2009-11-18 Humana Common 100000 100000 D Options 6.9063 2010-02-11 Humana Common 500000 500000 D Options 32.70 2012-02-24 Humana Common 250000 250000 D Options 12.995 2012-03-13 Humana Common 50000 50000 D Options 9.26 2013-03-13 Humana Common 200000 200000 D Options 21.275 2014-02-24 Humana Common 200000 200000 D Phantom Stock Units Humana Common 1148 1148 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. Shares held in a trust for the benefit of reporting person's spouse. Shares held in a trust for the benefit of reporting person. Shares held in a trust for the benefit of reporting person's minor children. Shares held for the benefit of reporting person as of November 30, 2005 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 Company's 1996 Stock Incentive Plan for Employees. Non-qualified stock options granted to reporting person on 7/11/96 vesting in three increments from 7/11/97 to 7/11/99. Non-qualified stock options granted to reporting person on 9/17/98 vesting in two increments on 9/17/99 and 1/9/00. Non-qualified stock options granted to reporting person on 9/17/98 vesting in two increments on 9/17/99 and 7/10/00. Incentive and Non-qualified stock options granted to reporting person on 9/17/98 vesting in three increments each from 9/17/99 to 1/15/01. Incentive and Non-qualified stock options granted to reporting person on 1/15/99 vesting in three increments from 1/15/00 to 1/15/02. Non-qualified stock options granted to reporting person on 11/18/99 vesting in three increments from 11/18/00 to 11/18/02. Incentive and Non-qualified stock options granted to reporting person on 2/11/00, NQ options vesting in three increments from 2/11/01 to 2/11/03, and ISO's vesting on 2/11/03. Incentive and Non-qualified stock options granted to reporting person on 3/13/02, NQ options vesting in three increments from 3/13/03 to 3/13/05, ISO's vesting in two increments on 3/13/04 and 3/13/05. Incentive and Non-qualified stock options granted to reporting person on 3/13/03, NQ options vesting in three increments from 3/13/04 to 3/13/06, and ISO's vesting on 3/13/06. Right to buy pursuant to 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 on 2/24/07. Incentive and Non-Qualified stock options granted to reporting person on 2/24/05, NQ options vesting in three increments from 2/24/06 to 2/24/08, and ISO's vesting on 2/24/08. Phantom Stock Units held for the benefit of reporting person as of November 30, 2005, based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan exempt under Rule 16b-3(c and d). Michael B. McCallister 2005-12-12 -----END PRIVACY-ENHANCED MESSAGE-----