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: Ventura Joseph C (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-19	Humana Common	M	1118	—	Acquired	2870	Direct
2021-02-19	Humana Common	F	353	$377.415	Disposed	2517	Direct
2021-02-19	Humana Common	M	559	—	Acquired	3076	Direct
2021-02-19	Humana Common	F	184	$377.415	Disposed	2892	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-22	Options	$376.61	A	4598	Acquired	2028-02-22	Humana Common (4598)	Direct
2021-02-19	Restricted Stock Units	$	M	559	Disposed		Humana Common (559)	Direct
2021-02-22	Restricted Stock Units	$	A	1117	Acquired		Humana Common (1117)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	207	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
Restricted Stock Units	$		Humana Common (271)	271	Direct
Restricted Stock Units	$		Humana Common (618)	618	Direct

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. 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 02/19/18, 100% of the award is vesting on 02/19/21.

F8: 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.

F9: 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.

F10: 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.

F11: Includes Performance Stock Units that vested on 2/19/21.