HUMANA INC — Director's Dealing 2017

Dec 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2017-12-15

Reporting Person: BILNEY JODY L (SVP & Chief Consumer Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-15	Humana Common	M	2726	—	Acquired	11704	Direct
2017-12-15	Humana Common	F	1348	$253.62	Disposed	10356	Direct
2017-12-18	Humana Common	M	8032	$102.155	Acquired	18388	Direct
2017-12-18	Humana Common	S	7054	$247.8907	Disposed	11334	Direct
2017-12-18	Humana Common	G	80	—	Disposed	11254	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-18	Options	$102.155	M	8032	Disposed	2021-02-18	Humana Common (8032)	Direct
2017-12-15	Restricted Stock Units	$	M	1539	Disposed		Humana Common (1539)	Direct
2017-12-15	Restricted Stock Units	$	M	1187	Disposed		Humana Common (1187)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$164.645	2022-02-24	Humana Common (21014)	21014	Direct
Options	$167.805	2023-02-18	Humana Common (20804)	20804	Direct
Options	$217.415	2024-03-08	Humana Common (23247)	23247	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 02/18/2014, vesting in three increments from 02/18/2015 to 02/18/2017.

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

F3: Right to buy pursuant to Company's 2011 Stock Incentive Plan. 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 buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 03/08/2017. 15,498 options vesting in three annual increments, and 7,749 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 02/18/16, 33% of the award is vesting on 12/15/16, 12/15/17, and 12/15/18.

F7: Restricted stock units granted to reporting person on 03/08/2017, 3,564 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,782 shares fully vest three years from the date of grant.

F8: This transaction represents a gift/charitable donation effective December 18, 2017. This is not a market transaction and no value was received in return for the shares.

F9: Shares sold at prices ranging from $247.28 to $248.43. Price reported is weighted average sales price.