HUMANA INC — Director's Dealing 2018

Dec 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2018-12-15

Reporting Person: LeClaire Brian P. (Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-15	Humana Common	M	1093	—	Acquired	8651	Direct
2018-12-15	Humana Common	F	509	$304.045	Disposed	8142	Direct
2018-12-15	Humana Common	M	1188	—	Acquired	9330	Direct
2018-12-15	Humana Common	F	554	$304.045	Disposed	8776	Direct
2018-12-15	Humana Common	M	480	—	Acquired	9256	Direct
2018-12-15	Humana Common	F	224	$304.045	Disposed	9032	Direct
2018-12-18	Humana Common	S	1474	$299.2897	Disposed	7558	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-15	Restricted Stock Units	$	M	1093	Disposed		Humana Common (1093)	Direct
2018-12-15	Restricted Stock Units	$	M	1188	Disposed		Humana Common (1188)	Direct
2018-12-15	Restricted Stock Units	$	M	480	Disposed		Humana Common (480)	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 (4922)	4922	Direct
Options	$217.415	2024-03-08	Humana Common (18082)	18082	Direct
Options	$268.47	2025-02-19	Humana Common (6221)	6221	Direct
Phantom Stock Units	$		Humana Common (61)	61	Indirect

Footnotes

F1: Stock units held for the benefit of reporting person as of November 30, 2018 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 02/18/16, 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. 15,498 options vesting in three annual increments, and 7,749 options fully vest three years from the date of grant.

F4: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/19/18, vesting in three increments from 02/19/19 to 02/19/21.

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: Restricted stock units granted to reporting person on 02/19/18, 33% of the award is vesting on 12/15/18, 12/15/19, and 12/15/20.

F9: Phantom Stock Units held for the benefit of reporting person as of November 30, 2018 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.

F10: All shares sold at price of $299.2897.

F11: Due to scrivener's error, the total shares are updated from a transposition in beneficial shares owned in previous filing.