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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 | ||||||||
Options (3) | $ 15.5938 | (4) | 08/12/2006 | Humana Common | 26,370 | 26,370 | D | ||||||||
Options (3) | $ 15.5938 | (5) | 01/09/2007 | Humana Common | 36,680 | 36,680 | D | ||||||||
Options (3) | $ 15.5938 | (6) | 01/15/2008 | Humana Common | 17,400 | 17,400 | D | ||||||||
Options (3) | $ 15.5938 | (4) | 09/17/2008 | Humana Common | 6,090 | 6,090 | D | ||||||||
Options (3) | $ 19.25 | (7) | 01/15/2009 | Humana Common | 20,000 | 20,000 | D | ||||||||
Options (3) | $ 9.5938 | (8) | 09/09/2009 | Humana Common | 10,000 | 10,000 | D | ||||||||
Options (3) | $ 7.0938 | (9) | 07/13/2010 | Humana Common | 50,000 | 50,000 | D | ||||||||
Options (12) | $ 32.7 | (14) | 02/24/2012 | Humana Common | 17,900 | 17,900 | D | ||||||||
Options (3) | $ 12.995 | (10) | 03/13/2012 | Humana Common | 10,000 | 10,000 | D | ||||||||
Options (3) | $ 9.26 | (11) | 03/13/2013 | Humana Common | 10,000 | 10,000 | D | ||||||||
Options (12) | $ 21.275 | (13) | 02/24/2014 | Humana Common | 10,000 | 10,000 | D | ||||||||
Options (12) | $ 53.96 | 02/23/2006 | A | 8,564 | (15) | 02/23/2013 | Humana Common | 8,564 | $ 53.96 | 8,564 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LISTON THOMAS J HUMANA INC. 500 WEST MAIN STREET LOUISVILLE, KY 40202 |
Sr VP-Strategy & Corp Dev |
Thomas J. Liston | 02/27/2006 | |
**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) | Shares held for the benefit of reporting person as of January 31, 2006 under the Humana Retirement & Savings Plan including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, both exempt under Rule 16b-3(c). |
(2) | Shares held by reporting person as custodian for three children. |
(3) | Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees. |
(4) | Non-Qualified stock options granted to reporting person on 9/17/98 vesting on 9/17/99. |
(5) | Non-Qualified stock options granted to reporting person on 9/17/98 vesting on 1/9/00. |
(6) | Non-Qualified stock options granted to reporting person on 9/17/98 vesting on 1/15/01. |
(7) | Non-Qualified stock options granted to reporting person on 1/15/99 vesting in three increments from 1/15/00 to 1/15/02. |
(8) | Non-Qualified stock options granted to reporting person on 9/9/99, vesting in three increments from 9/9/00 and 9/9/02. |
(9) | Incentive and Non-Qualified stock options granted to reporting person on 7/13/00 vesting in three increments each from 7/13/01 to 7/13/03. |
(10) | Incentive and Non-Qualified stock options granted to reporting person on 3/13/02, NQ options vesting on 3/13/03, and ISO's vesting in two increments on 3/13/04 and 3/13/05. |
(11) | Incentive stock options granted to reporting person on 3/13/03 vesting in three increments from 3/13/04 to 3/13/06. |
(12) | Right to buy pursuant to the Company's 2003 Stock Incentive Plan. |
(13) | Incentive and Non-Qualified stock options granted to reporting person on 2/24/04, NQ vesting in two increments on 2/24/05 and 2/24/06, and ISO's vesting in three increments from 2/24/05 to 2/24/07. |
(14) | 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 in two increments on 2/24/07 and 2/24/08. |
(15) | 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. |