HUMANA INC — Director's Dealing 2017

Feb 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2017-02-18

Reporting Person: MURRAY JAMES E (EVP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-18	Humana Common	M	17357	—	Acquired	76798	Direct
2017-02-18	Humana Common	F	7834	$205.325	Disposed	68964	Direct
2017-02-21	Humana Common	M	24584	$102.155	Acquired	93548	Direct
2017-02-21	Humana Common	M	10846	$164.645	Acquired	104394	Direct
2017-02-21	Humana Common	M	10737	$167.805	Acquired	115131	Direct
2017-02-21	Humana Common	F	487	$205.325	Disposed	114644	Direct
2017-02-21	Humana Common	S	45189	$205.0872	Disposed	69455	Direct
2017-02-22	Humana Common	S	9523	$204.6851	Disposed	59932	Direct
2017-02-21	Humana Common	S	25143	$205.397	Disposed	34789	Direct
2017-02-21	Humana Common	S	14855	$205.483	Disposed	12407	Indirect
2017-02-21	Humana Common	S	3983	$205.559	Disposed	0	Indirect
2017-02-21	Humana Common	S	1356	$205.621	Disposed	0	Indirect
2017-02-21	Humana Common	S	6522	$205.621	Disposed	0	Indirect
2017-02-21	Humana Common	S	16000	$205.442	Disposed	10838	Indirect
2017-02-22	Humana Common	J	1685	$205.34	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-21	Options	$102.155	M	24584	Disposed	2021-02-18	Humana Common (24584)	Direct
2017-02-21	Options	$164.645	M	10846	Disposed	2022-02-24	Humana Common (10846)	Direct
2017-02-21	Options	$167.805	M	10737	Disposed	2023-02-18	Humana Common (10737)	Direct
2017-02-18	Restricted Stock Units	$	M	5384	Disposed		Humana Common (5384)	Direct
2017-02-22	Phantom Stock Units	$	J	3808	Disposed		Humana Common (3808)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Humana Common (4768)	4768	Direct

Footnotes

F1: Shares held by reporting person's spouse.

F2: Shares held in The Murray Family Partnership.

F3: Shares held for the benefit of reporting person as of January 31, 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).

F4: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/18/14, vesting in three increments from 02/18/15 to 02/18/17.

F5: 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.

F6: 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.

F7: 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).

F8: Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.

F9: 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.

F10: Shares held in Family Trust - Mr. Murray's spouse is the trustee and his family members are the beneficiaries.

F11: Phantom Stock Units (based on the value of Humana common stock) held for the benefit of reporting person as of January 31, 2017, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctuation due to changes in stock price.

F12: Shares held in October 2016 GRAT.

F13: Includes both time based (5,384) and performance based (11,973) restricted stock units that vested on 2/18/17.

F14: Shares sold at a prices ranging from $204.63 to $205.54.

F15: Shares sold at a prices ranging from $204.31 to $204.89.

F16: Shares held in October 2015 GRAT.

F17: Shares sold at a prices ranging from $204.67 to $205.94.

F18: Shares sold at a prices ranging from $205.46 to $205.99.

F19: Shares sold at a prices ranging from $205.37 to $205.96.

F20: Shares sold at a prices ranging from $204.67 to $205.94.

F21: Shares sold at a prices ranging from $204.75 to $206.00.

F22: Shares sold at closing price on 2/21/2017.