0000049071-11-000072.txt : 20110317 0000049071-11-000072.hdr.sgml : 20110317 20110317135509 ACCESSION NUMBER: 0000049071-11-000072 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110315 FILED AS OF DATE: 20110317 DATE AS OF CHANGE: 20110317 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: 11694631 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 X0303 4 2011-03-15 0000049071 HUMANA INC HUM 0001018657 MCCALLISTER MICHAEL B HUMANA INC. 500 WEST MAIN STREET LOUISVILLE KY 40202 1 1 0 0 Chairman of the Board & CEO Humana Common 12325 I See Footnote Humana Common 7882 I See Footnote Humana Common 2011-03-15 4 M 0 150506 41.83 A 652876 D Humana Common 2011-03-15 4 M 0 43276 46.40 A 696152 D Humana Common 2011-03-15 4 S 0 200000 63.0037 D 496152 D Humana Common 2011-03-15 4 F 0 131470 63.16 D 364682 D Humana Common 2011-03-15 4 F 0 27479 63.16 D 337203 D Humana Common 38684 I See Footnote Humana Common 12366 I See Footnote (GRAT #1) Humana Common 26527 I See Footnote (GRAT #2) Options 53.96 2013-02-23 Humana Common 150000 150000 D Options 62.10 2014-02-22 Humana Common 129758 129758 D Options 69.475 2015-02-21 Humana Common 159585 159585 D Options 41.83 2011-03-15 4 M 0 150506 41.83 D 2016-02-19 Humana Common 150506 75253 D Options 46.40 2011-03-15 4 M 0 43276 46.40 D 2017-02-18 Humana Common 43276 86554 D Options 61.18 2018-02-17 Humana Common 88537 88537 D Restricted Stock Units Humana Common 20023 20023 D Phantom Stock Units Humana Common 1156 1156 I See Footnote Shares held in a trust for the benefit of reporting person's spouse. Shares held in a trust for the benefit of reporting person's children. Shares held for the benefit of reporting person as of February 28, 2011 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). Shares held in a GRAT with reporting person's spouse as trustee. Shares held in a GRAT with reporting person's spouse as trustee. The shares sold in multiple lots ranging from $62.79 to $63.29 The weighted average sale price was $63.0037 Right to buy pursuant to Company's 2003 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 2/23/06, NQ options vesting in three increments from 2/23/07 to 2/23/09, and ISO's vesting on 2/23/09. Incentive and Non-Qualified stock options granted to reporting person on 2/22/07, NQ options vesting in three increments from 2/22/08 to 2/22/10, and ISO's vesting on 2/22/10. Incentive and Non-Qualified stock options granted to reporting person on 2/21/08, NQ options vesting in three increments from 2/21/09 to 2/21/11, and ISO's vesting on 2/21/11. Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/19/10 to 2/19/12. Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/18/11 to 2/18/13. Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/17/12 to 2/17/14. Right to receive one share per restricted stock unit pursuant to the Company's 2003 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). Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14. Phantom Stock Units held for the benefit of reporting person as of February 28, 2011 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 2011-03-16