HUMANA INC — Director's Dealing 2019

Dec 17, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2019-12-15

Reporting Person: LeClaire Brian P. (Strategic Advisor)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-15	Humana Common	M	1189	—	Acquired	9017	Direct
2019-12-15	Humana Common	F	468	$350.41	Disposed	8549	Direct
2019-12-15	Humana Common	M	481	—	Acquired	9030	Direct
2019-12-15	Humana Common	F	190	$350.41	Disposed	8840	Direct
2019-12-15	Humana Common	M	419	—	Acquired	9259	Direct
2019-12-15	Humana Common	F	165	$350.41	Disposed	9094	Direct
2019-12-16	Humana Common	S	1266	$359.644	Disposed	7828	Direct
2019-12-16	Humana Common	G	1489	—	Disposed	6339	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-15	Restricted Stock Units	$	M	1189	Disposed		Humana Common (1189)	Direct
2019-12-15	Restricted Stock Units	$	M	481	Disposed		Humana Common (481)	Direct
2019-12-15	Restricted Stock Units	$	M	419	Disposed		Humana Common (419)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	135	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$217.415	2024-03-08	Humana Common (12916)	12916	Direct
Options	$268.47	2025-02-19	Humana Common (4148)	4148	Direct
Options	$307.965	2026-02-25	Humana Common (5568)	5568	Direct
Phantom Stock Units	$		Humana Common (62)	62	Indirect

Footnotes

F1: Stock units held for the benefit of reporting person as of November 30, 2019 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 03/08/2017. 15,498 options vesting in three annual increments, and 7,749 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 buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/25/19, vesting in three increments from 02/25/20 to 02/25/22.

F5: 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).

F6: 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.

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: Restricted stock units granted to reporting person on 02/25/19, 33% of the award is vesting on 12/15/19, 12/15/20, and 12/15/21.

F9: Phantom Stock Units held for the benefit of reporting person as of November 30, 2019 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.

F10: All shares sold at reported price.

F11: Transaction reported represents a gift/charitable donation effective December 16, 2019 , in which no value was received in return.