HUMANA INC — Director's Dealing 2020

Apr 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2020-03-31

Reporting Person: KATZ KAREN (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-31	Restricted Stock Units	$	A	86	Acquired		Humana Common (86)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Humana Common (590)	590	Direct
Restricted Stock Units	$		Humana Common (453)	453	Direct

Footnotes

F1: 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).

F2: Initial award of $165,000 worth of restricted stock units pursuant to the annual Director's Fee Program. 100% of the award will vest on 09/20/2020 and forfeited in its entirety if service is less than one year.

F3: Director's cash fee elected to be converted into stock units, deferred at the election of the Reporting Person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1).

F4: 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) under Company's 2019 Amended & Restated Plan.100% of the award is vesting on 12/31/20.