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: Fleming William Kevin (Seg Pres, Clin & Phm Solutions)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-19	Humana Common	M	7436	—	Acquired	13396	Direct
2021-02-19	Humana Common	F	3049	$377.415	Disposed	10347	Direct
2021-02-23	Humana Common	S	4378	$378.2649	Disposed	5969	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-22	Options	$376.61	A	4807	Acquired	2028-02-22	Humana Common (4807)	Direct
2021-02-22	Restricted Stock Units	$	A	1168	Acquired		Humana Common (1168)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	117	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$268.47	2025-02-19	Humana Common (6623)	6623	Direct
Options	$271.14	2025-02-19	Humana Common (1391)	1391	Direct
Options	$307.965	2026-02-25	Humana Common (7184)	7184	Direct
Options	$350.7875	2027-02-24	Humana Common (6446)	6446	Direct
Restricted Stock Units	$		Humana Common (542)	542	Direct
Restricted Stock Units	$		Humana Common (856)	856	Direct
Phantom Stock Units	$		Humana Common (24)	24	Indirect

Footnotes

F1: Shares held for the benefit of 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 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/19/2018, vesting in three increments from 2/19/19 to 2/19/21.

F3: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 03/1/2018, vesting in three increments from 2/19/19 to 2/19/21.

F4: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/25/2019, vesting in three increments from 2/25/20 to 2/25/22.

F5: 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.

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

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 2/25/19, 33% of the award is vesting on 12/15/19, 12/15/20 and 12/15/21.

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: Price reported is weighed avg sales price.