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: MURRAY JAMES E (EVP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-20	Humana Common	M	28281	—	Acquired	88936	Direct
2016-02-20	Humana Common	F	12982	$166.345	Disposed	75954	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-18	Options	$167.805	A	32212	Acquired	2023-02-18	Humana Common (32212)	Direct
2016-02-20	Restricted Stock Units	$	M	6864	Disposed		Humana Common (6864)	Direct
2016-02-18	Restriced Stock Units	$	A	7151	Acquired		Humana Common (7151)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	3983	Indirect
Humana Common	1356	Indirect
Humana Common	6522	Indirect
Humana Common	1416	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$88.6475	2019-02-23	Humana Common (15121)	15121	Direct
Options	$72.84	2020-02-20	Humana Common (13868)	13868	Direct
Options	$102.155	2021-02-18	Humana Common (24584)	24584	Direct
Options	$164.645	2022-02-24	Humana Common (32538)	32538	Direct
Restricted Stock Units	$		Humana Common (5384)	5384	Direct
Phantom Stock Units	$		Humana Common (3246)	3246	Indirect

Footnotes

F1: Shares held by reporting person's spouse.

F2: Shares held in The Murray Family Partnership.

F3: 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).

F4: Right to buy pursuant to Company's 2003 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/23/12, vesting in three increments from 02/23/13 to 02/23/15.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: 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).

F10: Restricted stock units granted to reporting person on 02/20/13, 100% of the award is vesting on 02/20/16.

F11: Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.

F12: 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.

F13: Shares held in Family Trust - Mr. Murray's spouse is the trustee and his family members are the beneficiaries.

F14: Phantom Stock Units (based on the value of Humana common stock) held for the benefit of reporting person as of January 31, 2016, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctuation due to changes in stock price.

F15: Includes both time and performance-based restricted stock units that vested on 2/20/2016.