HUMANA INC — Director's Dealing 2017

Aug 25, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2017-08-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-23	Humana Common	G	4000	—	Disposed	96050	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	761	Direct
Humana Common	1300	Indirect
Humana Common	1300	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Humana Common (5892)	5892	Direct
Restricted Stock Units	$		Humana Common (95)	95	Direct

Footnotes

F1: Shares held by spouse as custodian for daughter.

F2: Shares held by spouse as custodian for son.

F3: 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).

F4: 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).

F5: Shares held by a revocable trust account (Dec 2009), on which reporting person is the sole trustee, holding certain shares of Humana Inc. common stock.

F6: This transaction represents a gift/charitable donation effective August 23, 2017. This is not a market transaction and no value was received in return for the shares.

F7: On March 22, 2017 Mr. Jones transferred 27,050 indirect shares from his grantor retained annuity trust (GRAT #2) to his revocable trust account. On June 2, 2017 he transferred 52,198 indirect shares from his grantor retained annuity trust (GRAT #1) to his revocable trust account. These transactions were not reportable pursuant to SEC rule 16a-13. GRAT #1 and GRAT #2 have a balance of 0 shares, and therefore were removed from Table I reporting. On August 23, 2017 he gifted 4,000 shares from his revocable trust account. This reflects the balance following these three transactions.

F8: Includes 761 restricted stock units pursuant to the annual Director's Fee Program representing 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 of which 100% is vesting on 12/31/2017.