0000049071-12-000065.txt : 20120330
0000049071-12-000065.hdr.sgml : 20120330
20120330141050
ACCESSION NUMBER: 0000049071-12-000065
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120329
FILED AS OF DATE: 20120330
DATE AS OF CHANGE: 20120330
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: 12727982
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
X0305
4
2012-03-29
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
8560
I
See Footnote
Humana Common
2012-03-29
4
M
0
150000
53.96
A
513570
D
Humana Common
2012-03-29
4
F
0
89346
90.59
D
424224
D
Humana Common
2012-03-29
4
F
0
26417
90.59
D
397807
D
Humana Common
2012-03-29
4
S
0
95000
90.2889
D
302807
D
Humana Common
12366
I
See Footnote (2008 GRAT)
Humana Common
18057
I
See Footnote (2010 GRAT)
Options
53.96
2012-03-29
4
M
0
150000
53.96
D
2013-02-23
Humana Common
150000
0
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
2016-02-19
Humana Common
75253
75253
D
Options
46.40
2017-02-18
Humana Common
86554
86554
D
Options
61.18
2018-02-17
Humana Common
88537
88537
D
Options
88.6475
2019-02-23
Humana Common
101557
101557
D
Restricted Stock Units
Humana Common
20023
20023
D
Restricted Stock Units
Humana Common
19741
19741
D
Phantom Stock Units
Humana Common
1157
1157
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 in a GRAT with reporting person's spouse as trustee.
Shares held in a GRAT with reporting person's spouse as trustee.
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.
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 2/23/13 to 2/23/15.
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.
Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.
Phantom Stock Units held for the benefit of reporting person as of March 29, 2012 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).
On 3/16/2012 all shares held for the benefit of reporting person under the Humana Retirement & Savings Plan were disbursed when the stock price was $87.02 and the 38,560 shares are included in the directly held securities.
This price represents the weighted average sales price for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $90.07 to $90.705. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.
Michael B. McCallister
2012-03-30