HUMANA INC — Director's Dealing 2017

Mar 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2017-03-08

Reporting Person: Christopher M Todoroff (Sr. VP and General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-08	Options	$217.415	A	15498	Acquired	2024-03-08	Humana Common (15498)	Direct
2017-03-08	Restricted Stock Units	$	A	3564	Acquired		Humana Common (3564)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	9992	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
Restricted Stock Units	$		Humana Common (3079)	3079	Direct

Footnotes

F1: 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.

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, vesting in three annual increments.

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: Reporting Person disclaims Beneficial Ownership of one-half of each option or restricted stock unit held as of December 2016 pursuant to Divorce Decree, exempt under Rule 16a-12.

F7: Reporting person tranferred a total of 3,692 shares of direct ownership (3,004 shares on March 1, 2017 and 688 shares on March 3, 2017) pursuant to a Domestic Relations Order signed on November 17, 2016. Reporting person was afforded a filing exemption under Rule 16a-12, which extends to securities transferred pursuant to a Domestic Relations Order, pursuant to IRC Section 414(p)(1)(B).

F8: Restricted stock units granted to reporting person on 03/08/2017, vesting in three annual increments.