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: LeClaire Brian P. (SVP & Chief Information Off.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-18	Humana Common	M	7889	—	Acquired	25734	Direct
2017-02-18	Humana Common	F	3202	$205.325	Disposed	22532	Direct
2017-02-22	Humana Common	M	2254	$72.84	Acquired	24786	Direct
2017-02-22	Humana Common	M	7450	$102.155	Acquired	32236	Direct
2017-02-22	Humana Common	M	4921	$167.805	Acquired	37157	Direct
2017-02-22	Humana Common	F	974	$204.66	Disposed	36183	Direct
2017-02-22	Humana Common	S	26894	$205.236	Disposed	9289	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-22	Options	$72.84	M	2254	Disposed	2020-02-20	Humana Common (2254)	Direct
2017-02-22	Options	$102.155	M	7450	Disposed	2021-02-18	Humana Common (7450)	Direct
2017-02-22	Options	$167.805	M	4921	Disposed	2023-02-18	Humana Common (4921)	Direct
2017-02-18	Restricted Stock Units	$	M	2447	Disposed		Humana Common (2447)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	134	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$164.645	2022-02-24	Humana Common (14913)	14913	Direct
Restricted Stock Units	$		Humana Common (2186)	2186	Direct
Phantom Stock Units	$		Humana Common (61)	61	Indirect

Footnotes

F1: Stock units held for the benefit of reporting person as of January 31, 2017 under the Humana Retirement & Savings Plan including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, both exempt under Rule 16b-3(c).

F2: Right to buy pursuant to Company's 2003 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/20/13, vesting in three increments from 02/20/14 to 02/20/16.

F3: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/18/14, vesting in three increments from 02/18/15 to 02/18/17.

F4: 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.

F5: 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.

F6: 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).

F7: Restricted stock units granted to reporting person on 2/18/14, 100% of the award is vesting on 2/18/17.

F8: 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.

F9: Phantom Stock Units held for the benefit of reporting person as of January 31, 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 fluctation due to changes in stock price.

F10: Includes both time based (2,447) and performance based (5,442) restricted stock units that vested on 2/18/17.

F11: Price indicated reflects the purchase price for shares exercised under the 2003 Plan using the Fair Market Value on 2/22/2017. The purchase price for shares exercised under the 2011 Plan was determined using the Fair Market Value on 2/21/2017 of $205.24.

F12: Shares sold at a prices ranging from $204.870 to $205.7650.