HUMANA INC — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2017-01-03

Reporting Person: JONES DAVID A JR/KY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Humana Common	A	761	—	Acquired	761	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	1300	Indirect
Humana Common	1300	Indirect
Humana Common	52198	Indirect
Humana Common	20802	Indirect
Humana Common	54050	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Humana Common (5892)	5892	Direct
Restricted Stock Units	$		Humana Common (95)	95	Direct

Footnotes

F1: Shares held by spouse as custodian for daughter.

F2: Shares held by spouse as custodian for son.

F3: Annual Director's fee payable in stock units which have been deferred at the election of the reporting person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1).

F4: Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan until his resignation of services as a director at which time the deferred dividend stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule16(b)-3(d).

F5: Shares held by a revocable trust account (Dec 2009), on which reporting person is the sole trustee, holding certain shares of Humana Inc. common stock.

F6: Shares held by a grantor retained annuity trust (GRAT #1) exempt from Rule 16(a)-13, on which reporting person is the sole trustee.

F7: Shares held by grantor retained annuity trust (GRAT #2) exempt from Rule 16(a)-13, on which reporting person is the sole trustee.

F8: Includes 761 restricted stock units pursuant to the annual Director's Fee Program representing a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1)&(3) under the Company's 2011 Plan of which 100% is vesting on 12/31/2017.