HUMANA INC — Director's Dealing 2021

Feb 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2021-02-19

Reporting Person: Diamond Susan M (Segment President, Home Bus.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-19	Humana Common	M	1862	—	Acquired	3774	Direct
2021-02-19	Humana Common	F	637	$377.415	Disposed	3137	Direct
2021-02-19	Humana Common	M	931	—	Acquired	4068	Direct
2021-02-19	Humana Common	F	302	$377.415	Disposed	3766	Direct
2021-02-23	Humana Common	S	1580	$376.0223	Disposed	2186	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-22	Options	$376.61	A	4524	Acquired	2028-02-22	Humana Common (4524)	Direct
2021-02-19	Restricted Stock Units	$	M	931	Disposed		Humana Common (931)	Direct
2021-02-22	Restricted Stock Units	$	A	1099	Acquired		Humana Common (1099)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	2109	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$350.7875	2027-02-24	Humana Common (4298)	4298	Direct
Restricted Stock Units	$		Humana Common (282)	282	Direct
Restricted Stock Units	$		Humana Common (1023)	1023	Direct
Restricted Stock Units	$		Humana Common (582)	582	Direct
Restricted Stock Units	$		Humana Common (570)	570	Direct
Phantom Stock Units	$		Humana Common (318)	318	Indirect

Footnotes

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

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 02/22/2021, vesting in three annual increments from 2/22/22 to 2/22/24.

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, 931 shares vesting in three annual increments on 12/15/18, 12/15/19 and 12/15/20. and 931 shares vest fully three years from the date of grant. Shares reported are what remain unvested.

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 06/01/19, 100% of the award is vesting on 6/1/22.

F9: Restricted stock units granted to reporting person on 07/01/19, 33% of the award is vesting on 07/01/20, 07/01/21, and 07/01/22.

F10: 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.

F11: 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.

F12: Phantom Stock Units held for the benefit of reporting person as of January 31, 2021 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.

F13: Includes Performance Stock Units that vested on 2/19/21.

F14: Reporting person transferred a total of 464 shares of direct ownership on December 18, 2021 pursuant to a Domestic Relations Order. Reporting person was afforded a filing exemption under Rule 16a-12, which extends to securities transferred to a DRO.

F15: Price reported is weighted avg sales price.