HUMANA INC — Director's Dealing 2016

Dec 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2016-12-15

Reporting Person: Christopher M Todoroff (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-15	Humana Common	M	1539	—	Acquired	14179	Direct
2016-12-15	Humana Common	F	772	$206.595	Disposed	13407	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-15	Restricted Stock Units	$	M	1539	Disposed		Humana Common (1539)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$72.84	2020-02-20	Humana Common (4681)	4681	Direct
Options	$102.155	2021-02-18	Humana Common (15086)	15086	Direct
Options	$164.645	2022-02-24	Humana Common (21014)	21014	Direct
Options	$167.805	2023-02-18	Humana Common (20804)	20804	Direct
Restricted Stock Units	$		Humana Common (3304)	3304	Direct

Footnotes

F1: Right to buy pursuant to Company's 2003 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/20/13, vesting in three increments from 02/20/14 to 02/20/16.

F2: Right to buy pursuant to Company'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 Company'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: On November 18, 2016 reporting person tranferred 12,640 shares of direct ownership pursuant to a Domestic Relations Order signed on November 17, 2016. Reporting person was afforded a filing exemption under Rule 16a-12, which extends to securities transferred pursuant to a Domestic Relations Order, pursuant to IRC Section 414(p)(1)(B).