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: Christopher M Todoroff (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-15	Humana Common	M	2726	—	Acquired	10726	Direct
2017-12-15	Humana Common	F	1368	$253.62	Disposed	9358	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
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 (7005)	7005	Direct
Options	$167.805	2023-02-18	Humana Common (13870)	13870	Direct
Options	$217.415	2024-03-08	Humana Common (15498)	15498	Direct
Options	$239.12	2024-06-28	Humana Common (7366)	7366	Direct
Restricted Stock Units	$		Humana Common (1620)	1620	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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, vesting in three annual increments.

F4: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 06/28/2017, 100% of the award is vesting on 06/28/20

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: Reporting Person disclaims Beneficial Ownership of one-half of each option or restricted stock unit held as of December 2016 pursuant to Divorce Decree, exempt under Rule 16a-12.

F8: Restricted stock units granted to reporting person on 03/08/2017, 33% of the award is vesting on 12/15/17, 12/15/18, and 12/15/19.

F9: Restricted stock units granted to reporting person on 06/28/17, 100% of the award is vesting on 06/28/20.