HUMANA INC — Director's Dealing 2011

Feb 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-02-17

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-17	Options	$61.18	A	88537	Acquired	2018-02-17	Humana Common (88537)	Direct
2011-02-17	Restricted Stock Units	$	A	20023	Acquired		Humana Common (20023)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	12325	Indirect
Humana Common	7882	Indirect
Humana Common	505380	Direct
Humana Common	38397	Indirect
Humana Common	12366	Indirect
Humana Common	26527	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 (225759)	225759	Direct
Options	$46.40	2017-02-18	Humana Common (129830)	129830	Direct
Phantom Stock Units	$		Humana Common (1159)	1159	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 owned increased by 21 shares. The FMV for the transaction on 1/18/2011 should have been $58.49, which caused the number of shares owned to increase by 21 shares.

F4: Shares held for the benefit of reporting person 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).

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

F6: Shares held in a GRAT with reporting person's spouse as trustee.

F7: Right to buy pursuant to Company's 2003 Stock Incentive Plan.

F8: 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.

F9: 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.

F10: 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.

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

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

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 2/17/12 to 2/17/14.

F14: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F15: 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).

F16: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F17: 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).