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: Zipperle Cynthia H (SVP, Chief Acct Officer & Cont)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-15	Humana Common	M	744	—	Acquired	1725	Direct
2019-12-15	Humana Common	F	235	$350.41	Disposed	1490	Direct
2019-12-15	Humana Common	M	301	—	Acquired	1791	Direct
2019-12-15	Humana Common	F	95	$350.41	Disposed	1696	Direct
2019-12-15	Humana Common	M	270	—	Acquired	1966	Direct
2019-12-15	Humana Common	F	86	$350.41	Disposed	1880	Direct
2019-12-16	Humana Common	S	981	$365.2516	Disposed	899	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-15	Restricted Stock Units	$	M	744	Disposed		Humana Common (744)	Direct
2019-12-15	Restricted Stock Units	$	M	301	Disposed		Humana Common (301)	Direct
2019-12-15	Restricted Stock Units	$	M	270	Disposed		Humana Common (270)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	898	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Humana Common (745)	745	Direct
Phantom Stock Units	$		Humana Common (268)	268	Indirect

Footnotes

F1: Shares held for the benefit of reporting person as of November 30, 2019 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 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.

F4: 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.

F5: Restricted stock units granted to reporting person on 02/19/18, 100% of the award is vesting on 02/19/21.

F6: 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.

F7: 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 fluctuation due to changes in stock price.

F8: All shares sold at reported price.