HUMANA INC — Director's Dealing 2011

Mar 4, 2011

SEC Form 4/A — Form 4/A

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-03-03

Reporting Person: MURRAY JAMES E (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-03	Humana Common	M	13686	$9.26	Acquired	116871	Direct
2011-03-03	Humana Common	M	110000	$32.70	Acquired	226871	Direct
2011-03-03	Humana Common	M	66652	$41.83	Acquired	293523	Direct
2011-03-03	Humana Common	M	19041	$46.40	Acquired	312564	Direct
2011-03-03	Humana Common	S	168000	$63.9773	Disposed	144564	Direct
2011-03-03	Humana Common	F	35005	$64.215	Disposed	109559	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-03	Options	$32.70	M	110000	Disposed	2012-02-24	Humana Common (110000)	Direct
2011-03-03	Options	$9.26	M	13686	Disposed	2013-03-13	Humana Common (13686)	Direct
2011-03-03	Options	$41.83	M	66652	Disposed	2016-02-19	Humana Common (66652)	Direct
2011-03-03	Options	$46.40	M	19041	Disposed	2017-02-18	Humana Common (19041)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	3983	Indirect
Humana Common	103185	Direct
Humana Common	1356	Indirect
Humana Common	24060	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$53.96	2013-02-23	Humana Common (84720)	84720	Direct
Options	$62.10	2014-02-22	Humana Common (67042)	67042	Direct
Options	$69.475	2015-02-21	Humana Common (70673)	70673	Direct
Options	$61.18	2018-02-17	Humana Common (39209)	39209	Direct
Restricted Stock Units	$		Humana Common (8867)	8867	Direct
Phantom Stock Units	$		Humana Common (25950)	25950	Indirect

Footnotes

F1: Shares held by reporting person's spouse.

F2: The shares sold in multiple lots ranging from $63.85 to $64.16. The weighted average sale price was $63.2427

F3: Shares held in The Murray Family trust.

F4: Stock units held for the benefit of reporting person as of February 28, 2011 under the Humana Retirement & Savings Plan, including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan. All transactions are exempt under Rule 16b-3(c).

F5: Right to buy pursuant to Company's 1996 Stock Incentive Plan for Employees.

F6: The amended Form 4 includes shares withheld for taxes omitted from the original filing dated same date.

F7: Incentive and Non-Qualified Stock Options were granted to reporting person on 3/13/03 vesting in three increments each from 3/13/04 to 3/13/06.

F8: Right to buy pursuant to Company's 2003 Stock Incentive Plan.

F9: 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.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: 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.

F15: 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.

F16: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F17: 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).

F18: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F19: Phantom Stock Units held for the benefit of reporting person as of February 28, 2011 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan. All transactions are exempt under Rule 16b-3(c and d).