HUMANA INC — Director's Dealing 2018

Mar 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2018-03-21

Reporting Person: Wheatley Timothy Alan (Segment President, Retail)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-21	Phantom Stock Units	$	J	7	Acquired		Humana Common (7)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	3430	Direct
Humana Common	709	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$164.645	2022-02-24	Humana Common (8136)	8136	Direct
Options	$167.805	2023-02-18	Humana Common (8010)	8010	Direct
Options	$217.415	2024-03-08	Humana Common (20497)	20497	Direct
Options	$268.47	2025-02-19	Humana Common (6623)	6623	Direct
Options	$271.14	2025-03-01	Humana Common (1391)	1391	Direct
Restricted Stock Units	$		Humana Common (870)	870	Direct
Restricted Stock Units	$		Humana Common (3717)	3717	Direct
Restricted Stock Units	$		Humana Common (1536)	1536	Direct
Restricted Stock Units	$		Humana Common (323)	323	Direct

Footnotes

F1: Shares held for the benefit of reporting person as of February 28, 2018 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 buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/19/2018, vesting in three increments from 02/19/2019 to 02/19/2021.

F6: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 03/1/2018, vesting in three increments from 3/1/19 to 3/1/21.

F7: 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).

F8: 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.

F9: 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.

F10: 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.

F11: Restricted stock units granted to reporting person on 03/1/18, 33% of the award is vesting on 12/15/18, 12/15/19 and 12/15/20.

F12: Phantom Stock Units held for the benefit of reporting person as of March 21, 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 fluctuation due to changes in stock price.