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: Zipperle Cynthia H (SVP, Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-21	Phantom Stock Units	$	J	9	Acquired		Humana Common (9)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	5886	Direct
Humana Common	889	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Humana Common (795)	795	Direct
Restricted Stock Units	$		Humana Common (2602)	2602	Direct
Restricted Stock Units	$		Humana Common (903)	903	Direct
Restricted Stock Units	$		Humana Common (745)	745	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 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).

F3: 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.

F4: Restricted stock units granted to reporting person on 03/08/2017, 2,230 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,115 shares fully vest three years from the date of grant.

F5: 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.

F6: Restricted stock units granted to reporting person on 02/19/18, 100% of the award is vesting on 02/19/21.

F7: 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.

F8: Due to scrivener's error, the total direct holdings were incorrectly reported on the Form 4 filed on 3/12/18. This amount reflects the correct amount of direct shares going foward.