HUMANA INC — Director's Dealing 2011

Nov 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-10-31

Reporting Person: GOODMAN BRUCE J (Sr. VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-31	Humana Common	J	5000	$84.665	Acquired	34280	Direct
2011-10-31	Humana Common	J	5000	$84.665	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	128	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$53.96	2013-02-23	Humana Common (45802)	45802	Direct
Options	$62.10	2014-02-22	Humana Common (36452)	36452	Direct
Options	$69.475	2015-02-21	Humana Common (39597)	39597	Direct
Options	$41.83	2016-02-19	Humana Common (48052)	48052	Direct
Options	$46.40	2017-02-18	Humana Common (25966)	25966	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 September 30, 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: Shares held in a GRAT with reporting person as trustee.

F3: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

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 2/18/11 to 2/18/13.

F9: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F10: 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.

F11: 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).

F12: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.