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: Huval Timothy S. (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-19	Humana Common	M	6146	—	Acquired	13068	Direct
2021-02-19	Humana Common	F	2450	$377.415	Disposed	10618	Direct
2021-02-22	Humana Common	M	372	$268.47	Acquired	10990	Direct
2021-02-22	Humana Common	F	265	$377.415	Disposed	10725	Direct
2021-02-22	Humana Common	S	3696	$377.9559	Disposed	7029	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-22	Options	$268.47	M	372	Disposed	2025-02-19	Humana Common (372)	Direct
2021-02-22	Options	$376.61	A	5003	Acquired	2028-02-22	Humana Common (5003)	Direct
2021-02-22	Restricted Stock Units	$	A	1216	Acquired		Humana Common (1216)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$307.965	2026-02-25	Humana Common (4071)	4071	Direct
Options	$350.7875	2027-02-24	Humana Common (6088)	6088	Direct
Restricted Stock Units	$		Humana Common (460)	460	Direct
Restricted Stock Units	$		Humana Common (808)	808	Direct

Footnotes

F1: 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.

F2: Right to buy pursuant to the 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.

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.

F10: Includes Performance Stock Units that vested 2/19/21.

F11: Shares swapped for the payment of purchase price on stock option exercise using fair market value on February 19, 2021 pursuant to Humana Inc.'s 2011 Stock Incentive Plan.

F12: Shares sold at prices ranging from $377.87 to $378.02. Price reported is weighted avg sales price.