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HUMANA INC Director's Dealing 2011

Aug 22, 2011

30145_dirs_2011-08-22_4c924496-be13-4d4e-81ad-b82d2c642d74.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-08-17

Reporting Person: LeClaire Brian P. (SVP & Chief Service & Info Off)

Holdings (Non-Derivative)

Security Shares Ownership
Humana Common 3269 Direct
Humana Common 133 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Options $45.975 2015-04-01 Humana Common (23706) Direct
Options $41.83 2016-02-19 Humana Common (5818) Direct
Restricted Stock Units $.1667 Humana Common (3772) Direct
Restricted Stock Units $.1667 Humana Common (6048) Direct
Restricted Stock Units $.1667 Humana Common (5475) Direct
Phantom Stock Units $ Humana Common (164) Indirect

Footnotes

F1: Shares held for the benefit of reporting person as of July 29, 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 Humana's 2003 Stock Incentive Plan.

F3: Non-Qualified stock options granted to reporting person on 4/1/08, vesting in three increments from 4/1/11 to 4/1/13.

F4: Non-qualified stock options granted to reporting person on 2/19/09, vesting in three increments from 2/19/10 to 2/19/12.

F5: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F6: Restricted stock units granted to reporting person on 2/18/10, 100% of the award is vesting on 2/18/13.

F7: 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).

F8: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F9: Restricted stock units granted to reporting person on 6/29/11, 100% of the award is vesting on 6/29/14.

F10: Phantom Stock Units held for the benefit of reporting person as of July 29, 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).