HUMANA INC — Director's Dealing 2019

Dec 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2019-12-03

Reporting Person: Wheatley Timothy Alan (Segment President, Retail)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-03	Humana Common	M	8010	$167.805	Acquired	13767	Direct
2019-12-03	Humana Common	M	4333	$217.415	Acquired	18100	Direct
2019-12-03	Humana Common	M	2207	$268.47	Acquired	20307	Direct
2019-12-03	Humana Common	M	463	$271.14	Acquired	20770	Direct
2019-12-03	Humana Common	S	14554	$341.3149	Disposed	6216	Direct
2019-12-03	Humana Common	S	465	$341.0687	Disposed	5751	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-03	Options	$167.805	M	8010	Disposed	2023-02-18	Humana Common (8010)	Direct
2019-12-03	Options	$217.415	M	4333	Disposed	2024-03-08	Humana Common (4333)	Direct
2019-12-03	Options	$268.47	M	2207	Disposed	2025-02-19	Humana Common (2207)	Direct
2019-12-03	Options	$271.14	M	463	Disposed	2025-03-01	Humana Common (463)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	844	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$307.965	2026-02-25	Humana Common (7902)	7902	Direct
Restricted Stock Units	$		Humana Common (2721)	2721	Direct
Restricted Stock Units	$		Humana Common (1025)	1025	Direct
Restricted Stock Units	$		Humana Common (216)	216	Direct
Restricted Stock Units	$		Humana Common (1786)	1786	Direct
Phantom Stock Units	$		Humana Common (127)	127	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 buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/18/2016, vesting in three increments from 02/18/2017 to 02/18/2019.

F3: 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 7,499 options fully vest three years from the date of grant.

F4: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/19/2018, vesting in three increments from 02/19/2019 to 02/19/2021.

F5: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 03/1/2018, vesting in three increments from 3/1/19 to 3/1/21.

F6: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/25/2019, vesting in three increments from 2/25/20 to 2/25/22.

F7: 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).

F8: Restricted stock units granted to reporting person on 03/08/17, 2,989 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,724 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: Restricted stock units granted to reporting person on 03/1/18, 33% of the award is vesting on 12/15/18, 12/15/19 and 12/15/20.

F11: 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.

F12: 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.

F13: Price reported is weighted average sales price.

F14: All shares sold at reported price.