HUMANA INC — Director's Dealing 2019

Dec 16, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Ventura Joseph C (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-15	Humana Common	M	460	—	Acquired	660	Direct
2019-12-15	Humana Common	F	146	$350.41	Disposed	514	Direct
2019-12-15	Humana Common	M	186	—	Acquired	700	Direct
2019-12-15	Humana Common	F	59	$350.41	Disposed	641	Direct
2019-12-15	Humana Common	M	270	—	Acquired	911	Direct
2019-12-15	Humana Common	F	86	$350.41	Disposed	825	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-15	Restricted Stock Units	$	M	460	Disposed		Humana Common (460)	Direct
2019-12-15	Restricted Stock Units	$	M	186	Disposed		Humana Common (186)	Direct
2019-12-15	Restricted Stock Units	$	M	270	Disposed		Humana Common (270)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	194	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$307.965	2026-02-25	Humana Common (3592)	3592	Direct
Restricted Stock Units	$		Humana Common (559)	559	Direct

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 buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/25/2019, vesting in three increments from 2/25/20 to 2/25/22.

F3: 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).

F4: Restricted stock units granted to reporting person on 03/08/17. 1,379 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19; and 689 shares fully vesting three years from the date of grant. Shares reported are what remain unvested.

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. Shares reported are what remain unvested.

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

F7: 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.