Sec Form 4 Filing - Diamond Susan M @ HUMANA INC - 2020-07-01

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 Diamond Susan M 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) Segment President, Home Bus. (Last) (First) (Middle) HUMANA INC., 500 WEST MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2020 (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 07/01/2020 M 290 A $ 0 2,005 D Humana Common 07/01/2020 F 97 D $ 390.385 1,908 D Humana Common 2,108 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 ) $ 350.7875 ( 2 ) 02/24/2027 Humana Common 4,298 4,298 D Restricted Stock Units ( 3 ) ( 3 ) ( 5 ) ( 5 ) Humana Common 1,242 1,242 D Restricted Stock Units ( 3 ) ( 3 ) ( 6 ) ( 6 ) Humana Common 563 563 D Restricted Stock Units ( 4 ) ( 4 ) ( 7 ) ( 7 ) Humana Common 1,023 1,023 D Restricted Stock Units ( 4 ) ( 4 ) 07/01/2020 M 290 ( 8 ) ( 8 ) Humana Common 290 $ 0 582 D Restricted Stock Units ( 4 ) ( 4 ) ( 9 ) ( 9 ) Humana Common 855 855 D Phantom Stock Units ( 10 ) ( 10 ) ( 10 ) ( 10 ) Humana Common 317 317 I See Footnote. ( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Diamond Susan M HUMANA INC. 500 WEST MAIN STREET LOUISVILLE, KY40202 Segment President, Home Bus. Signatures Susan M. Diamond 07/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held for the benefit of the reporting person as of June 30, 2020 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). ( 2 )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. ( 3 )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). ( 4 )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). ( 5 )Restricted stock units granted to reporting person on 02/19/18, 931 shares vesting in three annual increments on 12/15/18, 12/15/19 and 12/15/20. and 931 shares vest fully three years from the date of grant. Shares reported are what remain unvested. ( 6 )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. ( 7 )Restricted stock units granted to reporting person on 06/01/19, 100% of the award is vesting on 6/1/22. ( 8 )Restricted stock units granted to reporting person on 07/01/19, 33% of the award is vesting on 07/01/20, 07/01/21, and 07/01/22. ( 9 )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. ( 10 )Phantom Stock Units held for the benefit of reporting person as of June 30, 2020 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.

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