Humana Inc.

12/17/2024 | Press release | Distributed by Public on 12/17/2024 10:23

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Diamond Susan M
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)
Chief Financial Officer
(Last) (First) (Middle)
HUMANA INC., 500 WEST MAIN STREET
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2024
(Street)
LOUISVILLE, KY 40202
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Humana Common 12/15/2024 F 393(12) D $271.675 19,567 D
Humana Common 12/15/2024 M 512 A $ 0 20,079 D
Humana Common 12/15/2024 F 234(12) D $271.675 19,845 D
Humana Common 12/15/2024 M 588 A $ 0 20,433 D
Humana Common 12/15/2024 F 268(12) D $271.675 20,165(10) D
Humana Common 2,213 I See Footnote(1)
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options(2) $376.61 (2) 02/22/2028 Humana Common 1,508 1,508 D
Options(3) $428.6767 (3) 08/01/2028 Humana Common 3,793 3,793 D
Options(4) $425.055 (4) 02/21/2029 Humana Common 5,562 5,562 D
Options(5) $510.2425 (5) 02/24/2030 Humana Common 6,810 6,810 D
Options(6) $367.21 (6) 02/21/2031 Humana Common 9,989 9,989 D
Restricted Stock Units(7) (7) 12/15/2024 M 512 (8) (8) Humana Common 512 $ 0 0 D
Restricted Stock Units(7) (7) 12/15/2024 M 588 (9) (9) Humana Common 588 $ 0 588 D
Phantom Stock Units(11) (11) (11) (11) Humana Common 329 329 I See Footnote.(11)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Diamond Susan M
HUMANA INC.
500 WEST MAIN STREET
LOUISVILLE, KY 40202
Chief Financial Officer

Signatures

Susan M. Diamond 12/17/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares held for the benefit of the reporting person as of November 30, 2024 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) Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/22/2021, vesting in three annual increments from 2/22/22 to 2/22/24.
(3) Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 8/1/2021, vesting in three annual increments from 8/1/22 to 8/1/24.
(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 2/21/2022, vesting in three annual increments from 2/21/23 to 2/21/25.
(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 2/24/2023, vesting in three annual increments from 2/24/24 to 2/24/26.
(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 2/21/2024, vesting in three annual increments from 2/21/25 to 2/21/27.
(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 02/21/2022, 33% of the award is vesting on 12/15/22, 12/15/23, and 12/15/24.
(9) Restricted stock units granted to reporting person on 02/24/2023, 33% of the award is vesting on 12/15/23, 12/15/24, and 12/15/25.
(10) Includes 12,618 restricted stock units representing a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1)&(3) under the Company's 2019 Amended & Restated Plan.
(11) Phantom Stock Units held for the benefit of reporting person as of November 30, 2024 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 of tax liability resulting from Restricted Stock Units vested on 12/15/24.
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