HUMANA INC — Director's Dealing 2020

Feb 26, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2020-02-24

Reporting Person: Zipperle Cynthia H (SVP, Chief Acct Officer & Cont)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-24	Restricted Stock Units	$	A	713	Acquired		Humana Common (713)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	899	Direct
Humana Common	894	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Humana Common (1115)	1115	Direct
Restricted Stock Units	$		Humana Common (302)	302	Direct
Restricted Stock Units	$		Humana Common (745)	745	Direct
Restricted Stock Units	$		Humana Common (542)	542	Direct
Phantom Stock Units	$		Humana Common (268)	268	Indirect

Footnotes

F1: Shares held for the benefit of reporting person as of January 31, 2020 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 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).

F3: 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).

F4: Restricted stock units granted to reporting person on 03/08/2017, 2,230 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,115 shares fully vest three years from the date of grant.

F5: 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.

F6: Restricted stock units granted to reporting person on 02/19/18, 100% of the award is vesting on 02/19/21.

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: Phantom Stock Units held for the benefit of reporting person as of January 31, 2020 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.