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HUMANA INC Director's Dealing 2017

Mar 23, 2017

30145_dirs_2017-03-23_c72e5a29-fea2-4dd4-88a2-10821e56b0f6.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2017-03-21

Reporting Person: MURRAY JAMES E (EVP & COO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-03-21 Phantom Stock Units $ J 200 Acquired Humana Common (200) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Humana Common 34789 Direct
Humana Common 2940 Indirect
Humana Common 29 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Options $164.645 2022-02-24 Humana Common (10846) 10846 Direct
Options $167.805 2023-02-18 Humana Common (21475) 21475 Direct
Restricted Stock Units $ Humana Common (4768) 4768 Direct

Footnotes

F1: Shares held for the benefit of reporting person as of February 28, 2017 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).

F2: 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.

F3: 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.

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 02/18/16, 33% of the award is vesting on 12/15/16, 12/15/17, and 12/15/18.

F6: Shares held in October 2015 GRAT.

F7: Phantom Stock Units held for the benefit of reporting person as of March 21, 2017 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.