HUMANA INC — Director's Dealing 2020

Feb 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2020-02-21

Reporting Person: Kane Brian A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-21	Humana Common	M	1821	$164.645	Acquired	24088	Direct
2020-02-21	Humana Common	F	809	$370.67	Disposed	23279	Direct
2020-02-21	Humana Common	M	595	$167.805	Acquired	23874	Direct
2020-02-21	Humana Common	F	270	$370.67	Disposed	23604	Direct
2020-02-21	Humana Common	M	19193	$164.645	Acquired	42797	Direct
2020-02-21	Humana Common	F	8526	$370.67	Disposed	34271	Direct
2020-02-21	Humana Common	F	4478	$367.3875	Disposed	29793	Direct
2020-02-21	Humana Common	M	20209	$167.805	Acquired	50002	Direct
2020-02-21	Humana Common	F	9149	$370.67	Disposed	40853	Direct
2020-02-21	Humana Common	F	5063	$367.3875	Disposed	35790	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-21	Options	$164.645	M	21014	Disposed	2022-02-24	Humana Common (21014)	Direct
2020-02-21	Options	$167.805	M	20804	Disposed	2023-02-18	Humana Common (20804)	Direct
2020-02-24	Options	$350.7875	A	12535	Acquired	2027-02-24	Humana Common (12535)	Direct
2020-02-24	Restricted Stock Units	$	A	2494	Acquired		Humana Common (2494)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$217.415	2024-03-08	Humana Common (29995)	29995	Direct
Options	$268.47	2025-02-19	Humana Common (12041)	12041	Direct
Options	$307.965	2026-02-25	Humana Common (11674)	11674	Direct
Restricted Stock Units	$		Humana Common (2299)	2299	Direct
Restricted Stock Units	$		Humana Common (932)	932	Direct
Restricted Stock Units	$		Humana Common (1759)	1759	Direct

Footnotes

F1: Right to buy pursuant to the Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to Reporting Person on 02/24/15, vesting in three increments from 02/24/16 to 02/24/18.

F2: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/18/16, vesting in three increments from 02/18/17 to 02/18/19.

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. 19,997 options vesting in three annual increments, and 9,998 options fully vest three years from the 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 02/19/18, 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 02/25/19, vesting in three increments from 02/25/20 to 02/25/22.

F6: 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.

F7: 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).

F8: 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).

F9: Restricted stock units granted to reporting person on 03/08/2017, 4,599 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 2,299 shares fully vest three years from the date of grant.

F10: 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.

F11: 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.

F12: 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.

F13: Shares swapped for payment of purchase price on stock option exercise using fair market value on February 20, 2020 pursuant to Humana Inc's 2011 Stock Incentive Plan.

F14: Shares withheld for payment of taxes on stock option exercise using fair market value on February 21, 2020 pursuant to Humana Inc's 2011 Stock Incentive Plan.