HUMANA INC — Director's Dealing 2016

Mar 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2016-03-14

Reporting Person: Zipperle Cynthia H (Vice President, CAO,Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-14	Phantom Stock Units	$	J	9	Acquired		Humana Common (9)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	3441	Direct
Humana Common	885	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$44.955	2017-04-20	Humana Common (4213)	4213	Direct
Options	$67.4825	2019-12-13	Humana Common (1196)	1196	Direct
Restricted Stock Units	$		Humana Common (1224)	1224	Direct
Restricted Stock Units	$		Humana Common (1063)	1063	Direct
Restricted Stock Units	$		Humana Common (2384)	2384	Direct

Footnotes

F1: Right to buy pursuant to Company's 2003 Incentive Stock Plan. Non-Qualified stock options granted to reporting person on 04/20/10, vesting in three increments from 04/20/11 to 04/20/13.

F2: Right to buy pursuant to Company's 2003 Incentive Stock Plan. Non-Qualified stock options granted to reporting person on 12/13/12, vesting in three increments from 12/13/13 to 12/13/15.

F3: 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).

F4: Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.

F5: Restricted stock units granted to reporting person on 02/24/15, 100% of the award is vesting on 02/24/18.

F6: 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.

F7: Shares held for the benefit of reporting person as of January 31, 2016 under the Humana Retirement Savings Plan including routine payroll deductions, quarterly dividend allocation, and a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, exempt under Rule 16b-3(c).

F8: Phantom Stock Units held for the benefit of reporting person as of March 14, 2016 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctuation due to changes in stock price.

F9: Transaction reported reflects 9 shares acquired through annual funding for the 2015 plan year. The amount of shares purchased was determined using the closing price of Humana stock on March 11, 2016.