HUMANA INC — Director's Dealing 2011

Feb 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-02-21

Reporting Person: MARGULIS HEIDI S (Senior V.P.-Gov. Relations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-21	Humana Common	F	584	$61.28	Disposed	36437	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	6708	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$32.70	2012-02-24	Humana Common (4466)	4466	Direct
Options	$53.96	2013-02-23	Humana Common (3808)	3808	Direct
Options	$62.10	2014-02-22	Humana Common (4758)	4758	Direct
Options	$69.475	2015-02-21	Humana Common (5130)	5130	Direct
Options	$41.83	2016-02-19	Humana Common (6128)	6128	Direct
Restricted Stock Units	$		Humana Common (4095)	4095	Direct
Phantom Stock Units	$		Humana Common (350)	350	Indirect

Footnotes

F1: Stock units held for reporting person's benefit as of January 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 Humana Inc.'s 2003 Stock Incentive Plan.

F3: 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.

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

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 2/18/10, 100% of the award is vesting on 2/18/13.

F11: Phantom Stock Units held for the benefit of reporting person as of January 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).