HUMANA INC — Director's Dealing 2012

Oct 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2012-10-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-18	Humana Common	G	30	$75.315	Disposed	309997	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	12325	Indirect
Humana Common	8560	Indirect
Humana Common	12366	Indirect
Humana Common	10837	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 (75253)	75253	Direct
Options	$46.40	2017-02-18	Humana Common (86554)	86554	Direct
Options	$61.18	2018-02-17	Humana Common (88537)	88537	Direct
Options	$88.6475	2019-02-23	Humana Common (101557)	101557	Direct
Restricted Stock Units	$		Humana Common (20023)	20023	Direct
Restricted Stock Units	$		Humana Common (19741)	19741	Direct
Phantom Stock Units	$		Humana Common (1174)	1174	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 held in a GRAT with reporting person's spouse as trustee.

F4: Shares held in a GRAT with reporting person's spouse as trustee.

F5: Right to buy pursuant to Company's 2003 Stock Incentive Plan.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

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 2/23/13 to 2/23/15.

F12: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F13: 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).

F14: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F15: Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.

F16: Phantom Stock Units held for the benefit of reporting person as of September 30, 2012 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)..