FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Ventura Joseph C

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/21/2019 

3. Issuer Name and Ticker or Trading Symbol

HUMANA INC [HUM]

(Last)        (First)        (Middle)

HUMANA INC., 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)
Chief Legal Officer & Corp Sec /

(Street)

LOUISVILLE, KY 40202       

(City)              (State)              (Zip)
5. 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 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   200   D  
 
Humana Common   172   I   See Footnote   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (2)   (2) Humana Common   1149   (3) $0   D  
 
Restricted Stock Units     (2)   (2) Humana Common   373   (4) $0   D  
 
Restricted Stock Units     (2)   (2) Humana Common   559   (5) $0   D  
 

Explanation of Responses:
(1)  Shares held for the benefit of reporting person as of January 31, 2019 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 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).
(3)  Restricted stock units granted to reporting person on 03/08/17. 1,379 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19; and 689 shares fully vesting three years from the date of grant. Shares reported are what remain unvested.
(4)  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. Shares reported are what remain unvested.
(5)  Restricted stock units granted to reporting person on 02/19/18, 100% of the award is vesting on 02/19/21.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ventura Joseph C
HUMANA INC.
500 WEST MAIN STREET
LOUISVILLE, KY 40202


Chief Legal Officer & Corp Sec

Signatures
Joseph C. Ventura 2/22/2019
** 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 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).
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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