HUMANA INC — Director's Dealing 2018

Mar 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2018-02-28

Reporting Person: MARGULIS HEIDI S (Chief Corp. Affairs Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-28	Humana Common	M	607	$164.645	Acquired	11984	Direct
2018-02-28	Humana Common	F	362	$276.43	Disposed	11622	Direct
2018-02-28	Humana Common	S	3727	$275.1742	Disposed	7895	Direct
2018-02-28	Humana Common	G	119	—	Disposed	7776	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-28	Options	$164.645	M	607	Disposed	2022-02-24	Humana Common (607)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$102.155	2021-02-18	Humana Common (1444)	1444	Direct
Options	$167.805	2023-02-18	Humana Common (14764)	14764	Direct
Options	$217.415	2024-03-08	Humana Common (19497)	19497	Direct
Options	$268.47	2025-02-19	Humana Common (5218)	5218	Direct
Restricted Stock Units	$		Humana Common (1093)	1093	Direct
Restricted Stock Units	$		Humana Common (3487)	3487	Direct
Restricted Stock Units	$		Humana Common (1211)	1211	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 Humana Inc.'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.

F3: 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.

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

F5: 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.

F6: 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).

F7: 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.

F8: 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.

F9: 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.

F10: Shares swapped for payment of purchase price on incentive stock option exercise using fair market value on February 27, 2018 pursuant to Humana Inc's 2011 Stock Incentive Plan.

F11: Price reported is the average sales price.

F12: This transaction represents a gift/charitable donation effective February 28, 2018. This is not a market transaction and no value was received in return for the shares.