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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-19	Humana Common	M	1806	—	Acquired	4520	Direct
2021-02-19	Humana Common	F	572	$377.415	Disposed	3948	Direct
2021-02-19	Humana Common	M	745	—	Acquired	4693	Direct
2021-02-19	Humana Common	F	246	$377.415	Disposed	4447	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-19	Restricted Stock Units	$	M	745	Disposed		Humana Common (745)	Direct
2021-02-22	Restricted Stock Units	$	A	615	Acquired		Humana Common (615)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	894	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Humana Common (271)	271	Direct
Restricted Stock Units	$		Humana Common (476)	476	Direct
Phantom Stock Units	$		Humana Common (282)	282	Indirect

Footnotes

F1: Shares held for the benefit of reporting person as of January 31, 2021under 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 02/19/18, 100% of the award is vesting on 02/19/21.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: Includes Performance Stock Units that vested on 2/19/21.