HUMANA INC — Director's Dealing 2020

Nov 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2020-11-04

Reporting Person: Huval Timothy S. (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-04	Humana Common	M	2208	$268.47	Acquired	10381	Direct
2020-11-04	Humana Common	M	2035	$307.965	Acquired	12416	Direct
2020-11-04	Humana Common	S	4243	$456.2224	Disposed	8173	Direct
2020-11-05	Humana Common	G	700	—	Disposed	7473	Direct
2020-08-12	Humana Common	G	551	—	Disposed	6922	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-04	Options	$268.47	M	2208	Disposed	2025-02-19	Humana Common (2208)	Direct
2020-11-04	Options	$307.965	M	2035	Disposed	2026-02-25	Humana Common (2035)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$350.7875	2027-02-24	Humana Common (6088)	6088	Direct
Restricted Stock Units	$		Humana Common (513)	513	Direct
Restricted Stock Units	$		Humana Common (920)	920	Direct
Restricted Stock Units	$		Humana Common (1212)	1212	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 02/19/18, vesting in three increments from 02/19/19 to 02/19/21.

F2: Right to buy pursuant to the 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.

F3: 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.

F4: 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).

F5: 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).

F6: 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.

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.

F8: 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.

F9: Shares sold at prices ranging from $455.06 to $456.53. Price reported is weighted average sales price.

F10: Shares disposed of represent a gift/chartiable donation effective November 5, 2020, in which no value was received in return.

F11: Shares disposed of represent a gift/chartiable donation effective August 12, 2020, in which no value was received in return.