HUMANA INC — Director's Dealing 2016

Dec 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2016-12-20

Reporting Person: BEVERIDGE, ROY A (Sr. VP & Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-20	Humana Common	M	8500	$81.795	Acquired	13760	Direct
2016-12-20	Humana Common	F	5972	$201.26	Disposed	7788	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-20	Options	$81.795	M	8500	Disposed	2020-06-17	Humana Common (8500)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$102.155	2021-02-18	Humana Common (15086)	15086	Direct
Options	$164.645	2022-02-24	Humana Common (14913)	14913	Direct
Options	$167.805	2023-02-18	Humana Common (14764)	14764	Direct
Restricted Stock Units	$		Humana Common (3304)	3304	Direct
Restricted Stock Units	$		Humana Common (2186)	2186	Direct

Footnotes

F1: Right to buy pursuant to Humana Inc.'s 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 06/17/13, vesting in three increments from 06/17/14 to 06/17/16.

F2: Right to buy pursuant to Humana Inc.'s 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/18/14, vesting in three increments from 02/18/15 to 02/18/17.

F3: Right to buy pursuant to Humana Inc.'s 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/24/15, vesting in three increments from 02/24/16 to 02/24/18.

F4: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/18/16, vesting in three increments from 02/18/17 to 02/18/19.

F5: Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan. 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).

F6: Restricted stock units granted to Reporting Person on 02/18/14, 100% of the award is vesting on 02/18/17.

F7: Restricted stock units granted to reporting person on 02/18/16, 33% of the award is vesting on 12/15/16, 12/15/17, and 12/15/18.

F8: The total amount of shares withheld for taxes and swapped for purchase price is 5,960. The amount of shares required for swap on purchase price for shares exercised under the Company's 2011 Stock Incentive Plan was determined using a Fair Market Value ("FMV") of $202.9150 on 12/19/2016, pursuant to the Plan. Shares withheld for taxes was determined using the FMV on 12/20/2016 ($201.260), pursuant to the Plan.