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HUMANA INC Director's Dealing 2012

Dec 18, 2012

30145_dirs_2012-12-18_0e46a100-aed8-45c6-bf6b-bc389fc7a2d2.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2012-12-14

Reporting Person: HATHCOCK BONNIE C (Sr VP & Chief Human Res. Off)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-12-14 Humana Common S 20713 $66.1577 Disposed 3517 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Options $46.40 2017-02-18 Humana Common (12118) 12118 Direct
Options $61.18 2018-02-17 Humana Common (15178) 15178 Direct
Options $88.6475 2019-02-23 Humana Common (24374) 24374 Direct
Restricted Stock Units $ Humana Common (5149) 5149 Direct
Restricted Stock Units $ Humana Common (4738) 4738 Direct

Footnotes

F1: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F2: 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.

F3: 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.

F4: 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 2/23/13 to 2/23/15.

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

F6: 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).

F7: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F8: Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.

F9: Shares sold at prices ranging from $66.0200 to $66.2800.