Sec Form 4 Filing - LeClaire Brian P. @ HUMANA INC - 2018-02-24

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LeClaire Brian P. 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 (Last) (First) (Middle) HUMANA INC., 500 WEST MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2018 (Street) LOUISVILLE, KY40202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 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 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LeClaire Brian P. HUMANA INC. 500 WEST MAIN STREET LOUISVILLE, KY40202 Chief Information Officer Signatures Brian P. LeClaire 02/27/2018 Signature of Reporting Person Date

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.

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