HUMANA INC — Director's Dealing 2011

Nov 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-11-14

Reporting Person: GOODMAN BRUCE J (Sr. VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-14	Humana Common	M	15000	$62.10	Acquired	38280	Direct
2011-11-14	Humana Common	S	5000	$88.07	Disposed	33280	Direct
2011-11-14	Humana Common	S	5000	$88.21	Disposed	28280	Direct
2011-11-14	Humana Common	S	5000	$88.40	Disposed	23280	Direct
2011-11-15	Humana Common	M	7908	$62.10	Acquired	31188	Direct
2011-11-15	Humana Common	S	4000	$88.49	Disposed	27188	Direct
2011-11-15	Humana Common	S	3908	$88.15	Disposed	23280	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-14	Options	$62.10	M	15000	Disposed	2014-02-22	Humana Common (15000)	Direct
2011-11-15	Options	$62.10	M	7908	Disposed	2014-02-22	Humana Common (7908)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	128	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$69.475	2015-02-21	Humana Common (39597)	39597	Direct
Options	$41.83	2016-02-19	Humana Common (19351)	19351	Direct
Options	$46.40	2017-02-18	Humana Common (17311)	17311	Direct
Options	$61.18	2018-02-17	Humana Common (15178)	15178	Direct
Restricted Stock Units	$		Humana Common (3432)	3432	Direct

Footnotes

F1: Stock units held for the benefit of reporting person as of October 31, 2011 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 2003 Stock Incentive Plan.

F3: 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.

F4: Incentive and Non-Qualified stock options granted to reporting person on 2/21/08, NQ options vesting in three increments from 2/21/09 to 2/21/11, and ISO's vesting on 2/21/11.

F5: Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/19/10 to 2/19/12.

F6: Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/18/11 to 2/18/13.

F7: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F8: Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/17/12 to 2/17/14.

F9: 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).

F10: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.