Humana Form 4 / William Kevin Fleming ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fleming William Kevin

(Last)

(First)

(Middle)

HUMANA INC.

500 WEST MAIN STREET

(Street)

LOUISVILLE

40202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HUMANA INC [ HUM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Seg Pres, Pharmacy Sol & CCAO

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Humana Common	12/15/2022		M		428	A	$0	2,070	D
Humana Common	12/15/2022		F		197⁽¹²⁾	D	$510.02	1,873	D
Humana Common	12/15/2022		M		389	A	$0	2,262	D
Humana Common	12/15/2022		F		179⁽¹²⁾	D	$510.02	2,083	D
Humana Common	12/15/2022		M		345	A	$0	2,428	D
Humana Common	12/15/2022		F		159⁽¹²⁾	D	$510.02	2,269	D
Humana Common								2,391	I	See Footnote⁽²⁾
Humana Common								118	I	See Footnote⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options⁽³⁾	$307.965							⁽³⁾	02/25/2026	Humana Common	324		324	D
Options⁽⁴⁾	$350.7875							⁽⁴⁾	02/24/2027	Humana Common	2,149		2,149	D
Options⁽⁵⁾	$376.61							⁽⁵⁾	02/22/2028	Humana Common	4,807		4,807	D
Options⁽⁶⁾	$425.055							⁽⁶⁾	02/21/2029	Humana Common	3,750		3,750	D
Restricted Stock Units⁽⁷⁾	⁽⁷⁾	12/15/2022		M			428	⁽⁸⁾	⁽⁸⁾	Humana Common	428	$0	0	D
Restricted Stock Units⁽⁷⁾	⁽⁷⁾	12/15/2022		M			389	⁽⁹⁾	⁽⁹⁾	Humana Common	389	$0	390	D
Restricted Stock Units⁽⁷⁾	⁽⁷⁾	12/15/2022		M			345	⁽¹⁰⁾	⁽¹⁰⁾	Humana Common	345	$0	690	D
Phantom Stock Units	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Humana Common	24		24	I	See Footnote⁽¹¹⁾

Explanation of Responses:

1. Shares held for the benefit of reporting person as of November 30, 2022 under the Humana Retirement Savings Plan including routine payroll deductions, quarterly dividend allocation, and a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, exempt under Rule 16b-3(c).

2. Shares owned in the William K. Fleming Grantor Retained Annuity Trust (est. 7/2/2020). Reporting person is the sole trustee of the GRAT.

3. Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/25/2019, vesting in three increments from 2/25/20 to 2/25/22.

4. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/24/2020, vesting in three annual increments from 2/24/21 to 2/24/23.

5. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 2/22/2021, vesting in three annual increments from 2/22/22 to 2/22/24.

6. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/21/2022, vesting in three annual increments from 2/21/23 to 2/21/25.

7. Right to receive one share per restricted stock unit pursuant to the Company's 2019 Amended & Restated 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).

8. Restricted stock units granted to reporting person on 02/24/2020, 33% of the award is vesting on 12/15/20, 12/15/21, and 12/15/22.

9. Restricted stock units granted to reporting person on 02/22/2021, 33% of the award is vesting on 12/15/21, 12/15/22, and 12/15/23.

10. Restricted stock units granted to reporting person on 02/21/2022, 33% of the award is vesting on 12/15/22, 12/15/23, and 12/15/24.

11. Phantom Stock Units held for the benefit of reporting person as of November 30, 2022 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctuation due to changes in stock price.

12. Shares disposed of represent payment for tax liability on shares vesting 12/15/22, no value was received in return.

	William K. Fleming	12/19/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Humana (HUM) Form 4HUMANA / William Kevin Fleming ownership change