SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LeClaire Brian P.

(Last)

(First)

(Middle)

HUMANA INC.

500 WEST MAIN STREET

(Street)

LOUISVILLE

40202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HUMANA INC [ HUM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Humana Common	02/24/2018		M		3,174⁽¹¹⁾	A	$0	13,062	D
Humana Common	02/24/2018		F		1,040	D	$269.31	12,022	D
Humana Common	02/26/2018		M		4,971	A	$164.645	16,993	D
Humana Common	02/26/2018		F		372	D	$269.31⁽¹²⁾	16,621	D
Humana Common	02/26/2018		M		4,921	A	$167.805	21,542	D
Humana Common	02/26/2018		S		12,719	D	$274.6785⁽¹³⁾	8,823	D
Humana Common	02/27/2018		G		120	D	$0⁽¹⁴⁾	8,703	D
Humana Common								134	I	(See Footnote)⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options⁽²⁾	$164.645	02/26/2018		M			4,971	⁽²⁾	02/24/2022	Humana Common	4,971⁽¹⁵⁾	$0	0	D
Options⁽³⁾	$167.805	02/26/2018		M			4,921	⁽³⁾	02/18/2023	Humana Common	4,921	$0	4,922	D
Options⁽⁴⁾	$217.415							⁽⁴⁾	03/08/2024	Humana Common	23,247		23,247	D
Options⁽⁵⁾	$268.47							⁽⁵⁾	02/19/2025	Humana Common	6,221		6,221	D
Restricted Stock Units⁽⁶⁾	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Humana Common	1,093		1,093	D
Restricted Stock Units⁽⁶⁾	⁽⁶⁾							⁽⁸⁾	⁽⁸⁾	Humana Common	4,159		4,159	D
Restricted Stock Units⁽⁶⁾	⁽⁶⁾							⁽⁹⁾	⁽⁹⁾	Humana Common	1,443		1,443	D
Phantom Stock Units⁽¹⁰⁾	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Humana Common	61		61	I	See Footnote⁽¹⁰⁾

Explanation of Responses:

1. Stock units held for the benefit of reporting person as of January 31, 2018 under the Humana Retirement & Savings Plan including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, both exempt under Rule 16b-3(c).

2. Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/24/15, vesting in three increments from 02/24/16 to 02/24/18.

3. Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/18/16, vesting in three increments from 02/18/17 to 02/18/19.

4. Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 03/08/2017. 15,498 options vesting in three annual increments, and 7,749 options fully vest three years from the date of grant.

5. 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.

6. 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).

7. Restricted stock units granted to reporting person on 02/18/16, 33% of the award is vesting on 12/15/16, 12/15/17, and 12/15/18.

8. Restricted stock units granted to reporting person on 03/08/2017, 3,564 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,782 shares fully vest three years from the date of grant.

9. Restricted stock units granted to reporting person on 02/19/18, 33% of the award is vesting on 12/15/18, 12/15/19, and 12/15/20.

10. Phantom Stock Units held for the benefit of reporting person as of January 31, 2018 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 fluctation due to changes in stock price.

11. Includes Performance Stock Units that vested on 2/24/18.

12. Shares swapped for payment of purchase price on incentive stock option exercise using fair market value on February 23, 2018 pursuant to Humana Inc's 2011 Stock Incentive Plan.

13. Shares sold at prices ranging from $274.31 to $274.986. Price reported is weighted average sales price.

14. This transaction represents a gift/charitable donation effective February 27, 2018. This is not a market transaction and no value was received in return for the shares.

15. The number of Options (14,913) granted on 2/24/15 was correct. Due to scrivener's error, it was changed on 2/24/17 to 14,306. This was a difference of 607 shares that should have remained in Table II for the reporting person.

Remarks:

	Brian P. LeClaire	02/27/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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