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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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X
 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*
Dunbar Webster Roy
(Last) (First) (Middle)
HUMANA INC.
500 W. MAIN STREET
(Street)
LOUISVILLE KY 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2020
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)
Code V Amount (A) or (D) Price
Humana Common 2,880(4) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(1) (1) (1) (1) Humana Common 17,872 17,872 D
Restricted Stock Units(2) (2) (2) (2) Humana Common 2,586 2,586 D
Restricted Stock Units(3) (3) (3) (3) Humana Common 980 980 D
Explanation of Responses:
1. Annual Director's fee payable in stock units, deferred at the election of the Reporting Person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1) and the total includes the vested portion that was subsequently deferred for years 2013 and later.
2. Director's cash fee elected to be converted into stock units, deferred at the election of the Reporting Person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1).
3. Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan until his resignation of services as a director at which time the deferred dividend stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule16(b)-3(d).
4. Includes 453 restricted stock units pursuant to the annual Director's Fee Program representing a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1)&(3) under the Company's 2019 Amended & Restated Plan of which 100% is vesting on 12/31/20.
Remarks:
W. Roy Dunbar 08/10/2020
** 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 Number.
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS



Know all by these presents, that the undersigned hereby constitutes and appoints

each of Joan O. Lehanan and Joseph C. Ventura, signing singly, the undersigned's

true and lawful attorney in fact to:



1. Execute for and on behalf of the undersigned, in the undersigned's capacity

as a director of Humana Inc. (the Company) Forms 3, 4, and 5

(and any amendments thereto) in accordance with Section 16(a) of the Securities

and Exchange Act of 1934 (the Act) and the rules thereunder;



2. Do and perform any and all acts for and on behalf of the undersigned

which may be necessary or desirable to complete and execute any such

Forms 3, 4, and 5 and timely file such form with the United States

Securities and Exchange Commission (the SEC) and any stock exchange

or similar authority, and



3. Take any other action of any type whatsoever in connection with the

foregoing which,in the opinion of such attorney in fact, may be of benefit to,

in the best interest of,or legally required by, the undersigned, it being

understood that the documents executed by such attorney in fact on behalf of

the undersigned pursuant to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such attorney in fact may approve

in such attorney in fact's discretion.



The undersigned hereby grants to each such attorney in fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary,or proper to be done in the exercise of any of the rights and powers

herein granted,as fully to all intents and purposes as the undersigned might

or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorney in fact,

or such attorney in fact's substitute or substitutes, shall lawfully do or

cause to be done by virtue of this power of attorney and the rights and powers

herein granted. The undersigned acknowledges that the foregoing

attorneys in fact, in serving in such capacity at the request of the undersigned,

are not assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Act, and that the undersigned

shall review and affirm the accuracy of any such filings made on his behalf by

the foregoing attorneys in fact.



This Power of Attorney shall remain in full force and effect until the undersigned

is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's

holdings of and transactions in securities issued by the Company, unless earlier

revoked by the undersigned in a signed writing delivered to the foregoing

attorneys in fact. This Power of Attorney may be filed with the SEC as a

confirming statement of the authority granted herein.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this 24th day of February, 2012.



/s/ W. Roy Dunbar

W. Roy Dunbar