HUMANA INC — Director's Dealing 2017

Jun 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2017-06-02

Reporting Person: Kane Brian A (SVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-02	Humana Common	M	24821	—	Acquired	25819	Direct
2017-06-02	Humana Common	F	11823	$234.96	Disposed	13996	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-02	Restricted Stock Units	$	M	15952	Disposed		Humana Common (15952)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$164.645	2022-02-24	Humana Common (21014)	21014	Direct
Options	$167.805	2023-02-18	Humana Common (20804)	20804	Direct
Options	$217.415	2024-03-08	Humana Common (29995)	29995	Direct
Restricted Stock Units	$		Humana Common (3079)	3079	Direct
Restricted Stock Units	$		Humana Common (6898)	6898	Direct

Footnotes

F1: Right to buy pursuant to the 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.

F2: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/18/16, vesting in three increments from 02/18/17 to 02/18/19.

F3: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 03/08/2017. 19,997 options vesting in three annual increments, and 9,998 options fully vest three years from the date of grant.

F4: 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).

F5: Restricted stock units granted to Reporting Person on 06/02/14, 100% of the award is vesting on 06/02/17.

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: Restricted stock units granted to reporting person on 03/08/2017, 4,599 shares vesting in three annual increments, and 2,299 shares fully vest three years from the date of grant.

F8: Includes 8,869 performance-based restricted stock units vesting on 6/2/2017.