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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 (4) | $ 15.5938 | 01/11/2005 | M | 29,240 | 09/17/1999 | 01/12/2005 | Humana Common (1) | 29,240 | $ 15.5938 | 0 | D | ||||
| Options (4) | $ 15.625 | (5) | 07/11/2006 | Humana Common (1) | 135,000 | 135,000 | D | ||||||||
| Options (4) | $ 15.5938 | (6) | 01/09/2007 | Humana Common (1) | 18,340 | 18,340 | D | ||||||||
| Options (4) | $ 15.5938 | (7) | 07/10/2007 | Humana Common (1) | 30,480 | 30,480 | D | ||||||||
| Options (4) | $ 15.5938 | (8) | 01/15/2008 | Humana Common (1) | 34,800 | 34,800 | D | ||||||||
| Options (4) | $ 19.25 | (9) | 01/15/2009 | Humana Common (1) | 30,000 | 30,000 | D | ||||||||
| Options (4) | $ 7.4688 | (10) | 11/18/2009 | Humana Common (1) | 100,000 | 100,000 | D | ||||||||
| Options (4) | $ 6.9063 | (11) | 02/11/2010 | Humana Common (1) | 500,000 | 500,000 | D | ||||||||
| Options (4) | $ 12.995 | (12) | 03/13/2012 | Humana Common (1) | 50,000 | 50,000 | D | ||||||||
| Options (4) | $ 9.26 | (13) | 03/13/2013 | Humana Common (1) | 200,000 | 200,000 | D | ||||||||
| Options (14) | $ 21.275 | (15) | 02/24/2014 | Humana Common (1) | 200,000 | 200,000 | D | ||||||||
| Phantom Stock Units | (16) | (16) | (16) | Humana Common (1) | 1,156 | 1,156 | I | See Footnote (16) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MCCALLISTER MICHAEL B HUMANA INC. 500 WEST MAIN STREET LOUISVILLE, KY 40202 |
X | President & CEO | ||
| Michael B. McCallister | 01/12/2005 | |
| **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) | Each share of Common Stock contains a Right adopted on March 5, 1987, pursuant to the Company Rights Agreement, as amended and restated on February 14, 1996, and amended as of May 27, 1998 and March 1, 1999, which entitles holders of the Company's Common Stock, in the event certain specified events occur, to acquire 1/100 of a share of Series A Participating Preferred Stock at a price of $145 per fractional share. |
| (2) | Shares held in a trust for the benefit of reporting person's minor children. |
| (3) | Shares held for the benefit of reporting person as of December 31, 2004 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). |
| (4) | Right to buy pursuant to Company's 1996 Stock Incentive Plan for Employees. |
| (5) | Non-qualified stock options granted to reporting person on 7/11/96 vesting in three increments from 7/11/97 to 7/11/99. |
| (6) | Non-qualified stock options granted to reporting person on 9/17/98 vesting in two increments on 9/17/99 and 1/9/00. |
| (7) | Non-qualified stock options granted to reporting person on 9/17/98 vesting in two increments on 9/17/99 and 7/10/00. |
| (8) | Incentive and Non-qualified stock options granted to reporting person on 9/17/98 vesting in three increments each from 9/17/99 to 1/15/01. |
| (9) | Incentive and Non-qualified stock options granted to reporting person on 1/15/99 vesting in three increments from 1/15/00 to 1/15/02. |
| (10) | Non-qualified stock options granted to reporting person on 11/18/99 vesting in three increments from 11/18/00 to 11/18/02. |
| (11) | Incentive and Non-qualified stock options granted to reporting person on 2/11/00, NQ options vesting in three increments from 2/11/01 to 2/11/03, and ISO's vesting on 2/11/03. |
| (12) | Incentive and Non-qualified stock options granted to reporting person on 3/13/02, NQ options vesting in three increments from 3/13/03 to 3/13/05, ISO's vesting in two increments on 3/13/04 and 3/13/05. |
| (13) | Incentive and Non-qualified stock options granted to reporting person on 3/13/03, NQ options vesting in three increments from 3/13/04 to 3/13/06, and ISO's vesting on 3/13/06. |
| (14) | Right to buy pursuant to Company's 2003 Stock Incentive Plan. |
| (15) | Incentive and Non-qualified stock options granted to reporting person on 2/24/04, NQ options vesting in three increments from 2/24/05 to 2/24/07, and ISO's vesting on 2/24/07. |
| (16) | Phantom Stock Units held for the benefit of reporting person as of December 31, 2004, based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan exempt under Rule 16b-3(c and d). |