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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HUMANA INC [ HUM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/21/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/21/2007 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/20/2007 | G | 465 | D | $0(1) | 5,723 | I | See Footnote(2) | ||
| Humana Common | 12/20/2007 | G | 310 | A | $0(1) | 1,092 | I | See Footnotes(3) | ||
| Humana Common | 20,755 | I | See Footnote(4) | |||||||
| Humana Common | 12/21/2007 | S | 30,000 | D | $0(5) | 102,593 | D | |||
| Humana Common | 12/20/2007 | G | 465 | D | $0(1) | 102,128 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options(6) | $7.4688 | 11/18/2002(7) | 11/18/2009 | Humana Common | 86,000 | 86,000 | D | ||||||||
| Options(10) | $32.7 | (12) | 02/24/2012 | Humana Common | 110,000 | 110,000 | D | ||||||||
| Options(6) | $12.995 | 03/13/2005(8) | 03/13/2012 | Humana Common | 20,000 | 20,000 | D | ||||||||
| Options(6) | $9.26 | 03/13/2006(9) | 03/13/2013 | Humana Common | 13,686 | 13,686 | D | ||||||||
| Options(10) | $21.275 | (11) | 02/24/2014 | Humana Common | 80,300 | 80,300 | D | ||||||||
| Options(10) | $53.96 | (13) | 02/23/2013 | Humana Common | 84,720 | 84,720 | D | ||||||||
| Options(10) | $62.1 | (14) | 02/22/2014 | Humana Common | 67,042 | 67,042 | D | ||||||||
| Phantom Stock Units | (15) | (15) | (15) | Humana Common | 15,554 | 15,554 | I | See Footnote(15) | |||||||
| Explanation of Responses: |
| 1. Gift of shares to reporting person's 3 children not previously reported (sale on 12/21/07 was previously reported). |
| 2. Shares held by reporting person's spouse. |
| 3. Shares held by reporting person's child. |
| 4. Stock units held for the benefit of reporting person as of December 31, 2007 under the Humana Retirement & Savings Plan, including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan. All transactions are exempt under Rule 16b-3(c). |
| 5. Reporting person sold a total of 30,000 shares on 12/21/2007 at the following prices: 5000@ $76.26; 300@ $76.41; 145@ $76.02; 100@ $76.01; 300@ $76; 155@ $75.89; 200@ $75.99; 1100@ $75.78; 200@ $75.865; 700@ $75.75; 700@ $75.85; 200@ $75.52; 100@ $75.47; 300@ $75.72; 200@ $75.58; 300@ $75.43; 100@ $75.46; 800@ $75.49; 310@ $75.7; 1290@ $75.69; 700@ $75.77; 1100@ $75.76; 200@ $75.83; 600@ $75.63; 1300@ $75.57; 400@ $75.56; 100@ $75.51; 400@ $75.62; 600@ $75.67; 700@ $75.59; 400@ $75.64; 200@ $75.42; 200@ $75.41; 600@ $75.37; 600@ $75.45; 1400@ $75.39; 200@ $75.415; 200@ $75.44; 200@ $75.4; 800@ $75.38; 200@ $75.34; 500@ $75.25; 800@ $75.36; 100@ $75.24; 700@ $75.31; 300@ $75.28; 800@ $75.135; 366@ $75.15; 134@ $75.13; 500@ $75.17; 800@ $75.16; 400@ $75.22; 100@ $75.175; 100@ $75.195; 200@ $75.14; 200@ $75.12; 300@ $75.145; 100@ $75.19. |
| 6. Right to buy pursuant to Company's 1996 Stock Incentive Plan for Employees. |
| 7. Non-Qualified Stock Options were granted to reporting person on 11/18/99 vesting in three increments from 11/18/00 to 11/18/02. |
| 8. Incentive Stock Options were granted to reporting person on 3/13/02 vesting in thirds from 3/13/03 to 3/13/05. |
| 9. Incentive and Non-Qualified Stock Options were granted to reporting person on 3/13/03 vesting in three increments each from 3/13/04 to 3/13/06. |
| 10. Right to buy pursuant to Company's 2003 Stock Incentive Plan. |
| 11. Incentive and Non-Qualified Stock Options were granted to reporting person on 2/24/04 vesting in three increments from 2/24/05 to 2/24/07, and ISO's vesting on 02/24/07. |
| 12. Incentive and Non-Qualified stock options granted to reporting person on 2/24/05, NQ options vesting in three increments from 2/24/06 to 2/24/08, and ISO's vesting on 2/24/08. |
| 13. 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. |
| 14. 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. |
| 15. Phantom Stock Units held for the benefit of reporting person as of December 31, 2007, based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan. All transactions are exempt under Rule 16b-3(c and d). |
| Remarks: |
| James E. Murray | 01/17/2008 | |
| ** 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. | ||