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HUMANA INC Director's Dealing 2007

Jun 11, 2007

30145_dirs_2007-06-11_e07f06d5-deb4-4630-8c92-1b8564d4f238.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: 2007-06-07

Reporting Person: GOODMAN BRUCE J (Sr VP & Chief Serv. & Info. Of)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-06-07 Humana Common M 5000 $11.625 Acquired 82628 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-06-07 Options $11.625 M 5000 Disposed 2009-04-12 Humana Common (5000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Humana Common 127 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Options $32.70 2012-02-24 Humana Common (45000) 45000 Direct
Options $53.96 2013-02-23 Humana Common (47655) 47655 Direct
Options $62.10 2014-02-22 Humana Common (38062) 38062 Direct
Phantom Stock Units $ Humana Common (6027) 6027 Direct

Footnotes

F1: Stock units held for the benefit of reporting person as of May 31, 2007 under the Humana Retirement & Savings Plan including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, both exempt under Rule 16b-3(c).

F2: Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees.

F3: Incentive & Non-Qualified stock options granted to reporting person on 4/12/99, vesting in four increments each from 4/12/01 to 4/12/04.

F4: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F5: 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.

F6: 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.

F7: 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.

F8: Phantom Stock Units held for the benefit of reporting person as of May 31, 2007 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan exempt under Rule 16b-3(c and d).