HUMANA INC — Director's Dealing 2016

Oct 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2016-10-25

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	20802	Direct
Humana Common	1300	Indirect
Humana Common	1300	Indirect
Humana Common	52198	Indirect
Humana Common	54050	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
Restricted Stock Units	$		Humana Common (870)	870	Direct

Footnotes

F1: Shares are held for reporting person in a revocable trust.

F2: Shares held by spouse as custodian for son.

F3: Shares held by spouse as custodian for daughter.

F4: 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).

F5: 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).

F6: 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) under the Company's 2011 Plan. 100% of the award is vesting on 12/31/2016.

F7: On September 17, 2015, the reporting person transferred 106,248 shares of Humana Inc. common stock from his revocable trust to a new grantor retained annuity trust (GRAT #1) exempt from Rule 16(a)-13, on which he is the sole trustee. On October 21, 2016 reporting person transferred 54,050 shares from GRAT #1 to his revocable trust.

F8: On October 25, 2016, the reporting person established a new grantor retained annuity trust (GRAT #2) exempt from Rule 16(a)-13, on which he is the sole trustee, and transferred 54,050 shares from revocable trust to GRAT #2.