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: MARGULIS HEIDI S (Senior V.P. -Corporate Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-18	Humana Common	M	5128	—	Acquired	24499	Direct
2017-02-18	Humana Common	F	1788	$205.325	Disposed	22711	Direct
2017-02-21	Humana Common	G	100	$205.325	Disposed	22611	Direct
2017-02-21	Humana Common	M	978	$102.155	Acquired	23589	Direct
2017-02-21	Humana Common	F	487	$205.325	Disposed	23102	Direct
2017-02-21	Humana Common	S	13452	$205.2793	Disposed	9650	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-21	Options	$102.155	M	978	Disposed	2021-02-18	Humana Common (978)	Direct
2017-02-18	Restricted Stock Units	$	M	1591	Disposed		Humana Common (1591)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$164.645	2022-02-24	Humana Common (9942)	9942	Direct
Options	$167.805	2023-02-18	Humana Common (14764)	14764	Direct
Restricted Stock Units	$		Humana Common (2186)	2186	Direct

Footnotes

F1: Right to buy pursuant to Humana Inc.'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.

F2: Right to buy pursuant to Humana Inc.'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 2/18/14, 100% of the award is vesting on 2/18/17.

F6: 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.

F7: Includes both time based (1,591) and performance based (3,537) restricted stock units that vested on 2/18/17.

F8: Shares sold at prices ranging from $204.05 to $206.47.