HUMANA INC — Director's Dealing 2017

Mar 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-21	Phantom Stock Units	$	J	6	Acquired		Humana Common (6)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	3736	Direct
Humana Common	888	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$67.4825	2019-12-13	Humana Common (1196)	1196	Direct
Restricted Stock Units	$		Humana Common (1063)	1063	Direct
Restricted Stock Units	$		Humana Common (1590)	1590	Direct
Restricted Stock Units	$		Humana Common (3345)	3345	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 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 02/24/15, 100% of the award is vesting on 02/24/18.

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: Restricted stock units granted to reporting person on 03/08/2017, 2,230 shares vesting in three annual increments, and 1,115 shares fully vest three years from the date of grant.

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.