HUMANA INC — Director's Dealing 2003

Jul 17, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2003-07-15

Reporting Person: JONES DAVID A SR/KY (Director)

Footnotes

F1: Each share of Common Stock contains a Right adopted on March 5, 1987, pursuant to the Company Rights Agreement, as amended and restated on February 14, 1996, and amended as of May 27, 1998 and March 1, 1999, which entitles holders of the Company's Common Stock, in the event certain specified events occur, to acquire 1/100 of a share of Series A Participating Preferred Stock at a price of $145 per fractional share.

F2: Exempt transfer of shares among directly and indirectly owned and various family partnerships, limited liability company, trusts, and charitable foundation.

F3: Shares held by DBJ Investments, Ltd., a limited partnership of which I am a limited partner and DBJ, LLC is the General Partner. My wife and I are the members of DBJ, LLC. I disclaim beneficial ownership of Company stock held by the partnership except to the extent of my pecuniary interest.

F4: Shares held by David A. Jones 2000 GRAT of which I am a Settlor and Trustee. I disclaim beneficial ownership of Company stock held by the GRAT except to the extent of my pecuniary interest.

F5: Shares held by DBJ, LLC, a limited liability company of which my wife and I are members. I disclaim beneficial ownership of Company stock held by DBJ, LLC except to the extent of my pecuniary interest.

F6: Shares held by David A. Jones Revocable Trust (DAJ-RT) of which I am Settlor and Trustee. I disclaim beneficial ownership of Company stock held by the DAJ-RT except to the extent of my pecuniary interest.

F7: Shares held by Betty A. Jones Revocable Trust (BJ-RT) of which she is Settlor and Trustee. I disclaim beneficial ownership of Company stock held by the BJ-RT except to the extent of my pecuniary interest.

F8: Reporting person indirectly owns the following shares: 610,140 shares held by Family Limited Partnership ("FLP") of which my wife and I are General Partners and Trusts established by each of us are Limited Partners, together with a Family Charitable Foundation; 152,808 shares held by 96 A/J Family Limited Partnership of which my wife and I are General Partners, and together with a Family Charitable Foundation are Limited Partners; 30,000 shares held by my wife; and 375,406 shares held by Jones Investments, Ltd., a partnership of which DBJ, LLC is the General Partner. My wife and I are the members of DBJ, LLC.

F9: Reporting person has a right to buy 280,000 derivative securities (options) acquired between 1/2/98 and 1/2/03 at the exercise prices between $7.875 and $21.25, of which 108,334 are currently exercisable.

F10: On 3/22/01, Jones entered into a forward sale agreement ("FAGT") relating to up to 451,700 shs of Com Stk. In connection with the FAGT, between 3/14-22/01, the counterparty sold 451,700 shs of Com Stk into the public mkt in accordance w/paragraphs (f) and (g) of Rule 144 under the Sec. Act of 1933, as amd, at an avg price of $11.32 per shr. The FAGT provides that 3 bus. days after 3/22/04 Jones will deliver a # of shs of Com Stk (or, at the election of Jones, the cash eqv of such shs) based on: (a) if the closing price of the Com Stk on 3/22/04 ("Fin Price") is < $11.32 p/shr, Jones will deliver 451,700 shs; (b) if the Fin Price is = to or > $11.32 per shr ("Fl Price") but < or = to $13.92 p/shr (the "Cap Price"), Jones will deliver a # of shs = to Fl Price/Final price x 451,700; and (c) if the Fin Price is > than the Cap Price, Jones will del. a # of shs = to Fl Price + (Fin. Price-Cap Price)/Fin Price x 451,700. In consideration, Jones has rcv'd $4,381,490.