HUMANA INC — Director's Dealing 2020

Nov 9, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2020-11-05

Reporting Person: Kane Brian A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-05	Humana Common	M	29995	$217.415	Acquired	67023	Direct
2020-11-05	Humana Common	F	218	$459.855	Disposed	66805	Direct
2020-11-05	Humana Common	S	29536	$446.8749	Disposed	37269	Direct
2020-11-05	Humana Common	S	19617	$442.7445	Disposed	17652	Direct
2020-11-05	Humana Common	G	120	—	Disposed	17532	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-05	Options	$217.415	M	29995	Disposed	2024-03-08	Humana Common (29995)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$268.47	2025-02-19	Humana Common (12041)	12041	Direct
Options	$307.965	2026-02-25	Humana Common (11674)	11674	Direct
Options	$350.7875	2027-02-24	Humana Common (12535)	12535	Direct
Restricted Stock Units	$		Humana Common (932)	932	Direct
Restricted Stock Units	$		Humana Common (1759)	1759	Direct
Restricted Stock Units	$		Humana Common (2494)	2494	Direct

Footnotes

F1: 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. 19,997 options vesting in three annual increments, and 9,998 options fully vest three years from the date of grant.

F2: 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.

F3: 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.

F4: Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/24/2020, vesting in three annual increments from 2/24/21 to 2/24/23.

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: Right to receive one share per restricted stock unit pursuant to the Company's 2019 Amended & Restated 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 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: Restricted stock units granted to reporting person on 02/24/2020, 33% of the award is vesting on 12/15/20, 12/15/21, and 12/15/22.

F10: Shares swapped for the payment of purchase price on stock option exercise using fair market value on November 4, 2020 pursuant to Humana Inc.'s 2011 Stock Incentive Plan.

F11: Shares sold at prices ranging from $442.84 to $450.87. Price reported is weighted average sales price.

F12: Shares sold at prices ranging from $439.58 to $450.90. Price reported is weighted average sales price.

F13: Shares represent gift/charitable donation effective November 5, 2020, in which no value was received in return.