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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option (4) | $ 23.05 | 05/20/2013 | M | 2,500 | 01/02/2005 | 01/02/2014 | Humana Common | 2,500 | $ 0 | 0 | D | ||||
| Stock Unit (1) | (1) | (1) | (1) | Humana Common | 1,821 | 1,821 | D | ||||||||
| Stock Unit (2) | (2) | (2) | (2) | Humana Common | 14,025 | 14,025 | D | ||||||||
| Stock Unit (3) | (3) | (3) | (3) | Humana Common | 2,467 | 2,467 | D | ||||||||
| Stock Unit (5) | (5) | (5) | (5) | Humana Common | 318 | 318 | D | ||||||||
| Restricted Stock Units | (6) | (6) | (6) | Humana Common | 2,026 | 2,026 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DAMELIO FRANK A PFIZER INC. 235 EAST 42ND STREET, 235/23/5 NEW YORK, NY 10017 |
X | |||
| Frank A. D'Amelio | 11/14/2013 | |
| **Signature of Reporting Person | Date |
| * | 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) | Annual Director's fee payable in stock units, deferred at the election of the reporting person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1). |
| (2) | Annual Director's fee payable in stock units which have been deferred at the election of the reporting person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis (over a five-year period), exempt pursuant to Rule 16(b)-3(d)(1). |
| (3) | Director's cash fee elected to be converted into stock units, deferred at the election of the reporting person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis (over a five-year period), exempt pursuant to Rule 16(b)-3(d)(1). |
| (4) | Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan. |
| (5) | Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan until his resignation of services as a director at which time the deferred dividend stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule16(b)-3(d). |
| (6) | 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) under the Company's 2011 Plan. 100% of the award is vesting on 12/31/2013. |
| (7) | Beginning with July 2011, on each of the Company's quarterly dividend payment dates, reporting person's brokerage firm purchased additional Humana shares with the cash dividend. Inadvertantly, these nominal purchases were not reported. Reporting person had no opposite way transactions during this time. Shares purchased at prices ranging from $70.1712 to $91.2440. |