HUMANA INC — Director's Dealing 2018

Feb 27, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2018-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-24	Humana Common	M	3174	—	Acquired	13062	Direct
2018-02-24	Humana Common	F	1040	$269.31	Disposed	12022	Direct
2018-02-26	Humana Common	M	4971	$164.645	Acquired	16993	Direct
2018-02-26	Humana Common	F	372	$269.31	Disposed	16621	Direct
2018-02-26	Humana Common	M	4921	$167.805	Acquired	21542	Direct
2018-02-26	Humana Common	S	12719	$274.6785	Disposed	8823	Direct
2018-02-27	Humana Common	G	120	—	Disposed	8703	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-26	Options	$164.645	M	4971	Disposed	2022-02-24	Humana Common (4971)	Direct
2018-02-26	Options	$167.805	M	4921	Disposed	2023-02-18	Humana Common (4921)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	134	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$217.415	2024-03-08	Humana Common (23247)	23247	Direct
Options	$268.47	2025-02-19	Humana Common (6221)	6221	Direct
Restricted Stock Units	$		Humana Common (1093)	1093	Direct
Restricted Stock Units	$		Humana Common (4159)	4159	Direct
Restricted Stock Units	$		Humana Common (1443)	1443	Direct
Phantom Stock Units	$		Humana Common (61)	61	Indirect

Footnotes

F1: Stock units held for the benefit of reporting person as of January 31, 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 02/24/15, 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. 15,498 options vesting in three annual increments, and 7,749 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, 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.

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: Phantom Stock Units held for the benefit of reporting person as of January 31, 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.

F11: Includes Performance Stock Units that vested on 2/24/18.

F12: Shares swapped for payment of purchase price on incentive stock option exercise using fair market value on February 23, 2018 pursuant to Humana Inc's 2011 Stock Incentive Plan.

F13: Shares sold at prices ranging from $274.31 to $274.986. Price reported is weighted average sales price.

F14: This transaction represents a gift/charitable donation effective February 27, 2018. This is not a market transaction and no value was received in return for the shares.

F15: The number of Options (14,913) granted on 2/24/15 was correct. Due to scrivener's error, it was changed on 2/24/17 to 14,306. This was a difference of 607 shares that should have remained in Table II for the reporting person.