HUMANA INC — Director's Dealing 2017

Dec 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2017-12-20

Reporting Person: Fleming William Kevin (President, Hlthcare Svc Sgmt)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-20	Humana Common	G	480	—	Disposed	8143	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	116	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$164.645	2022-02-24	Humana Common (7627)	7627	Direct
Options	$167.805	2023-02-18	Humana Common (12015)	12015	Direct
Options	$217.415	2024-03-08	Humana Common (20497)	20497	Direct
Restricted Stock Units	$0		Humana Common (3341)	3341	Direct
Restricted Stock Units	$0		Humana Common (870)	870	Direct
Restricted Stock Units	$0		Humana Common (3717)	3717	Direct
Phantom Stock Units	$		Humana Common (23)	23	Indirect

Footnotes

F1: Shares held for the benefit of reporting person as of November 30, 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).

F2: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/24/2015, vesting in three increments from 02/24/2016 to 02/24/2018.

F3: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/18/2016, vesting in three increments from 02/18/2017 to 02/18/2019.

F4: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 03/08/2017. 12,998 options vesting in three annual increments, and 7,499 options fully vest three years from the date of grant.

F5: 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).

F6: Restricted stock units granted to reporting person on 02/24/15, 100% of the award is vesting on 02/24/2018.

F7: Restricted stock units granted to reporting person on 02/18/16, 33% of the award is vesting on 12/15/16, 12/15/2017 and 12/15/2018.

F8: Restricted stock units granted to reporting person on 03/08/17, 2,989 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,724 shares fully vest three years from the date of grant.

F9: Phantom Stock Units held for the benefit of reporting person as of November 30, 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 fluctuation due to changes in stock price.

F10: This transaction reports a gift of direct shares and is not a market transaction. No value was given in return.