HUMANA INC — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2016-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-20	Humana Common	M	2927	—	Acquired	4483	Direct
2016-02-20	Humana Common	F	1042	$166.345	Disposed	3441	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-20	Restricted Stock Units	$	M	1656	Disposed		Humana Common (1656)	Direct
2016-02-18	Restricted Stock Units	$	A	2384	Acquired		Humana Common (2384)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
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
Phantom Stock Units	$		Humana Common (226)	226	Indirect

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 02/20/13, 100% of the award is vesting on 02/20/16.

F5: Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.

F6: Restricted stock units granted to reporting person on 02/24/15, 100% of the award is vesting on 02/24/18.

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: 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).

F9: Phantom Stock Units held for the benefit of reporting person as of January 31, 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.

F10: Includes both time and performance-based restricted stock units that vested on 2/20/2016.