HUMANA INC — Director's Dealing 2017

Feb 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2017-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-24	Humana Common	M	4971	$164.645	Acquired	14258	Direct
2017-02-24	Humana Common	S	4971	$204.8083	Disposed	9287	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-24	Options	$164.645	M	4971	Disposed	2022-02-24	Humana Common (4971)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	134	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$167.805	2023-02-18	Humana Common (4921)	9843	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 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 02/18/16, 33% of the award is vesting on 12/15/16, 12/15/17, and 12/15/18.

F6: 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.

F7: Due to a scrivener's error, the number of options granted to reporting person on 02/24/2015 was erroneously reported as 14,913 as opposed to the correct number of 14,306. This filing reflects the correction of that error.