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