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: MARGULIS HEIDI S (Chief Corp. Affairs Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-15	Humana Common	M	1093	—	Acquired	8869	Direct
2018-12-15	Humana Common	F	498	$304.045	Disposed	8371	Direct
2018-12-15	Humana Common	M	996	—	Acquired	9367	Direct
2018-12-15	Humana Common	F	454	$304.045	Disposed	8913	Direct
2018-12-15	Humana Common	M	403	—	Acquired	9316	Direct
2018-12-15	Humana Common	F	184	$304.045	Disposed	9132	Direct
2018-12-18	Humana Common	S	2656	$296.218	Disposed	6476	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	996	Disposed		Humana Common (996)	Direct
2018-12-15	Restricted Stock Units	$	M	403	Disposed		Humana Common (403)	Direct

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 (19497)	19497	Direct
Options	$268.47	2025-02-19	Humana Common (5218)	5218	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 02/18/14, vesting in three increments from 02/18/15 to 02/18/17.

F2: 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 6,499 options fully vest three years from the date of grant.

F3: 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.

F4: 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).

F5: 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.

F6: Restricted stock units granted to reporting person on 03/08/2017, 2,989 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,494 shares fully vest three years from the date of grant.

F7: 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.

F8: Price reported is weighted average sales price.