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: 2019-12-13

Reporting Person: Bierbower Elizabeth D (Strategic Advisor)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-13	Humana Common	M	5730	$164.645	Acquired	21985	Direct
2019-12-13	Humana Common	M	8925	$167.805	Acquired	30910	Direct
2019-12-13	Humana Common	S	14655	$351.4241	Disposed	16255	Direct
2019-12-15	Humana Common	M	767	—	Acquired	17022	Direct
2019-12-15	Humana Common	F	302	$350.41	Disposed	16720	Direct
2019-12-15	Humana Common	M	372	—	Acquired	17092	Direct
2019-12-15	Humana Common	F	147	$350.41	Disposed	16945	Direct
2019-12-15	Humana Common	M	378	—	Acquired	17323	Direct
2019-12-15	Humana Common	F	149	$350.41	Disposed	17174	Direct
2019-12-16	Humana Common	M	1318	$217.415	Acquired	18492	Direct
2019-12-16	Humana Common	S	400	$370.00	Disposed	18092	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-13	Options	$164.645	M	5730	Disposed	2022-02-24	Humana Common (5730)	Direct
2019-12-13	Options	$167.805	M	8925	Disposed	2023-02-18	Humana Common (8925)	Direct
2019-12-16	Options	$217.415	M	1318	Disposed	2024-03-08	Humana Common (1318)	Direct
2019-12-15	Restricted Stock Units	$	M	767	Disposed		Humana Common (767)	Direct
2019-12-15	Restricted Stock Units	$	M	372	Disposed		Humana Common (372)	Direct
2019-12-15	Restricted Stock Units	$	M	378	Disposed		Humana Common (378)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$268.47	2025-02-19	Humana Common (4817)	4817	Direct
Options	$307.965	2026-02-25	Humana Common (5029)	5029	Direct

Footnotes

F1: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/24/2015, vesting in three increments from 02/24/2016 to 02/24/2018.

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. 9,998 options vesting in 3 annual increments, and 4,999 options fully vest three years from date of grant.

F4: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/19/2018, vesting in three increments from 02/19/19 to 02/19/21.

F5: 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 02/25/20 to 02/25/22.

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 03/08/17. 2,299 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,149 shares fully vest three years from date of grant.

F8: 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.

F9: 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.

F10: Price reported is weighted avg sales price.

F11: Price reported is weighted avg sales price.