HUMANA INC — Director's Dealing 2015

Feb 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2015-02-25

Reporting Person: JONES DAVID A JR/KY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-25	Humana Common	G	6100	—	Disposed	133150	Direct
2015-02-25	Humana Common	S	6100	$165.394	Disposed	127050	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	1300	Indirect
Humana Common	1300	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Humana Common (5022)	5022	Direct
Restricted Stock Units	$		Humana Common (95)	95	Direct

Footnotes

F1: Shares held by spouse as custodian for daughter.

F2: Shares held by spouse as custodian for son.

F3: 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, exempt pursuant to Rule 16(b)-3(d)(1).

F4: 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).

F5: Includes 1,077 restricted stock units pursuant to the annual Director's Fee Program respresenting 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 of which 100% is vesting on 12/31/2015 if Reporting Person remains on the Board.

F6: Shares sold at prices ranging from $165.38 to $165.44