HUMANA INC — Director's Dealing 2021

Dec 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2021-12-15

Reporting Person: Ventura Joseph C (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-15	Humana Common	M	271	—	Acquired	3163	Direct
2021-12-15	Humana Common	F	127	$459.85	Disposed	3036	Direct
2021-12-15	Humana Common	M	309	—	Acquired	3345	Direct
2021-12-15	Humana Common	F	144	$459.85	Disposed	3201	Direct
2021-12-15	Humana Common	M	372	—	Acquired	3573	Direct
2021-12-15	Humana Common	F	174	$459.85	Disposed	3399	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-15	Restricted Stock Units	$	M	271	Disposed		Humana Common (271)	Direct
2021-12-15	Restricted Stock Units	$	M	309	Disposed		Humana Common (309)	Direct
2021-12-15	Restricted Stock Units	$	M	372	Disposed		Humana Common (372)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	218	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$307.965	2026-02-25	Humana Common (3592)	3592	Direct
Options	$350.7875	2027-02-24	Humana Common (4656)	4656	Direct
Options	$376.61	2028-02-22	Humana Common (4598)	4598	Direct

Footnotes

F1: Shares held for the benefit of reporting person as of November 30, 2021 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 buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/25/2019, vesting in three increments from 2/25/20 to 2/25/22.

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 buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/22/2021, vesting in three annual increments from 2/22/22 to 2/22/24.

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 02/25/19, 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: Restricted stock units granted to reporting person on 02/22/2021, 33% of the award is vesting on 12/15/21, 12/15/22, and 12/15/23.