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

1. Name and Address of Reporting Person *

MURRAY JAMES E
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)
EVP & COO
(Last)          (First)          (Middle)

HUMANA INC., 500 WEST MAIN STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

10/18/2016
(Street)

LOUISVILLE, KY 40202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/20/2016     G    27262   D $0   48692   D  
 
Humana Common   10/20/2016     G    27262   A $0   27262   I   See Footnote   (14)
Humana Common                  3983   I   See Footnote   (1)
Humana Common                  1356   I   See Footnote   (2)
Humana Common                  6522   I   See Footnote   (12)
Humana Common                  1605   I   See Footnote   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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   (4) $88.6475                      (4) 2/23/2019   Humana Common   15121     15121   D  
 
Options   (5) $72.84                      (5) 2/20/2020   Humana Common   13868     13868   D  
 
Options   (6) $102.155                      (6) 2/18/2021   Humana Common   24584     24584   D  
 
Options   (7) $164.645                      (7) 2/24/2022   Humana Common   32538     32538   D  
 
Options   (8) $167.805                      (8) 2/18/2023   Humana Common   32212     32212   D  
 
Restricted Stock Units   (9)   (9)                    (10)   (10) Humana Common   5384     5384   D  
 
Restriced Stock Units   (9)   (9)                    (11)   (11) Humana Common   7151     7151   D  
 
Phantom Stock Units   (13)   (13)                    (13)   (13) Humana Common   3813     3813   I   See Footnote   (13)

Explanation of Responses:
( 1)  Shares held by reporting person's spouse.
( 2)  Shares held in The Murray Family Partnership.
( 3)  Shares held for the benefit of reporting person as of September 30, 2016 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).
( 4)  Right to buy pursuant to Company's 2003 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/23/12, vesting in three increments from 02/23/13 to 02/23/15.
( 5)  Right to buy pursuant to Company's 2003 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/20/13, vesting in three increments from 02/20/14 to 02/20/16.
( 6)  Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/18/14, vesting in three increments from 02/18/15 to 02/18/17.
( 7)  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.
( 8)  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.
( 9)  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).
( 10)  Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.
( 11)  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.
( 12)  Shares held in Family Trust - Mr. Murray's spouse is the trustee and his family members are the beneficiaries.
( 13)  Phantom Stock Units (based on the value of Humana common stock) held for the benefit of reporting person as of September 30, 2016, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctuation due to changes in stock price.
( 14)  On October 18, 2016, 27,262 shares, indirectly owned by reporting person, were transferred from reporting person's GRAT to reporting person's total direct ownership. On October 20, 2016, reporting person formed a new GRAT and transferred the same number of shares to the new GRAT. While the form of ownership changed, the number of shares held by reporting person did not change.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MURRAY JAMES E
HUMANA INC.
500 WEST MAIN STREET
LOUISVILLE, KY 40202


EVP & COO

Signatures
James E. Murray 10/20/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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