Edgar Filing: HUMANA INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Fleming William Kevin

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2017

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

(Last)

(First)

(Middle)

HUMANA INC.,Â 500 WEST MAIN STREET

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, Hlthcare Svc Sgmt

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

(Street)

LOUISVILLE,Â KYÂ 40202

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Humana Common	10,752	D	Â
Humana Common	119	I	See Footnote ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options ⁽¹⁾	Â ⁽¹⁾	02/24/2022	Humana Common	7,627	$ 164.645	D	Â
Options ⁽²⁾	Â ⁽²⁾	02/18/2023	Humana Common	12,015	$ 167.805	D	Â
Restricted Stock Units ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Humana Common	3,341	$ 0 ⁽³⁾	D	Â
Restricted Stock Units ⁽³⁾	Â ⁽⁵⁾	Â ⁽⁵⁾	Humana Common	1,739	$ 0 ⁽³⁾	D	Â
Phantom Stock Units	Â ⁽⁷⁾	Â ⁽⁷⁾	Humana Common	23	$ ⁽⁷⁾	I	See Footnote ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fleming William Kevin HUMANA INC. 500 WEST MAIN STREET LOUISVILLE,Â KYÂ 40202	Â	Â	Â President, Hlthcare Svc Sgmt	Â

Signatures

William K. Fleming		03/01/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/24/2015, vesting in three increments from 02/24/2016 to 02/24/2018.
(2)	Right to buy pursuant to Company's 2011 Stock Incentive Plan. Non-Qualified stock options granted to reporting person on 02/18/2016, vesting in three increments from 02/18/2017 to 02/18/2019.
(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)	Restricted stock units granted to reporting person on 02/24/15, 100% of the award is vesting on 02/24/18.
(5)	Restricted stock units granted to reporting person on 02/18/16, 33% of the award is vesting on 12/15/16, 12/15/2017 and 12/15/2018.
(6)	Shares held for the benefit of reporting person as of February 28, 2017 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).
(7)	Phantom Stock Units held for the benefit of reporting person as of February 28, 2017 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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