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HUMANA INC Director's Dealing 2007

Dec 26, 2007

30145_dirs_2007-12-26_5a07c618-f2a9-4da0-9097-f1d5da81cdf6.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2007-12-26

Reporting Person: HIPWELL ARTHUR P (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-12-26 Humana Common M 50000 $32.70 Acquired 202200 Direct
2007-12-26 Humana Common F 20000 $76.47 Disposed 182200 Direct
2007-12-26 Humana Common F 12778 $76.47 Disposed 169422 Direct
2007-12-26 Humana Common S 37000 Disposed 132422 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-12-26 Options $32.70 M 50000 Disposed 2012-02-24 Humana Common (50000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Humana Common 1650 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Options $12.995 2012-03-13 Humana Common (15585) 15585 Direct
Options $9.26 2013-03-13 Humana Common (10799) 10799 Direct
Options $21.275 2014-02-24 Humana Common (4700) 4700 Direct
Options $53.96 2013-02-23 Humana Common (47655) 47655 Direct
Options $62.10 2014-02-22 Humana Common (38062) 38062 Direct

Footnotes

F1: Shares held on behalf of minor children.

F2: Reporting person sold a total of 37,000 shares at the following prices: 600 @ $76.30; 400 @ $76.31; 800 @ $76.32; 200 @ $76.33; 1,100 @ $76.35; 300 @ $76.37; 3,600 @ $76.38; 200 @ $76.39; 2,100 @ $76.40; 4,100 @ $76.41; 1,200 @ $76.42; 4,800 @ $76.43; 500 @ $76.44; 16,900 @ $76.45; 100 @ $76.47; 100 @ $76.49.

F3: Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees.

F4: Incentive and Non-Qualified stock options granted to reporting person on 3/13/02, vesting in three increments each from 3/13/03 to 3/13/05.

F5: Incentive and Non-Qualified stock options granted to reporting person on 3/13/03, NQ options vesting in three increments from 3/13/04 to 3/13/06, and ISO's vesting on 3/13/06.

F6: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F7: Incentive and Non-Qualified stock options granted to reporting person on 2/24/04, NQ options vesting in three increments from 2/24/05 to 2/24/07, and ISO's vesting on 2/24/07.

F8: Incentive and Non-Qualified stock options granted to reporting person on 2/24/05, NQ options vesting in three increments from 2/24/06 to 2/24/08, and ISO's vesting on 2/24/08.

F9: Incentive and Non-Qualified stock options granted to reporting person on 2/23/06, NQ options vesting in three increments from 2/23/07 to 2/23/09, and ISO's vesting on 2/23/09.

F10: Incentive and Non-Qualified stock options granted to reporting person on 2/22/07, NQ options vesting in three increments from 2/22/08 to 2/22/10, and ISO's vesting on 2/22/10.