HUMANA INC — Director's Dealing 2011

Sep 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-09-08

Reporting Person: MCCALLISTER MICHAEL B (Director, Chairman of the Board & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-08	Humana Common	J	678	$76.25	Acquired	8560	Indirect
2011-09-08	Humana Common	G	678	$76.25	Disposed	328285	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	12325	Indirect
Humana Common	38580	Indirect
Humana Common	12366	Indirect
Humana Common	18057	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$53.96	2013-02-23	Humana Common (150000)	150000	Direct
Options	$62.10	2014-02-22	Humana Common (129758)	129758	Direct
Options	$69.475	2015-02-21	Humana Common (159585)	159585	Direct
Options	$41.83	2016-02-19	Humana Common (75253)	75253	Direct
Options	$46.40	2017-02-18	Humana Common (43276)	43276	Direct
Options	$61.18	2018-02-17	Humana Common (88537)	88537	Direct
Restricted Stock Units	$		Humana Common (20023)	20023	Direct
Phantom Stock Units	$		Humana Common (1156)	1156	Indirect

Footnotes

F1: Shares held in a trust for the benefit of reporting person's spouse.

F2: Shares held in a trust for the benefit of reporting person's children.

F3: Shares held for the benefit of reporting person as of August 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).

F4: Shares held in a GRAT with reporting person's spouse as trustee.

F5: Shares held in a GRAT with reporting person's spouse as trustee.

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

F7: 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.

F8: 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.

F9: 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.

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 2/19/10 to 2/19/12.

F11: 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.

F12: 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.

F13: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F14: 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).

F15: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F16: Phantom Stock Units held for the benefit of reporting person as of August 31, 2011 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).