HUMANA INC — Director's Dealing 2012

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2012-09-30

Reporting Person: MARGULIS HEIDI S (Senior V.P. - Public Affairs)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-30	Phantom Stock Units	$	J	1	Acquired		Humana Common (1)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	31829	Direct
Humana Common	6807	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$69.475	2015-02-21	Humana Common (5130)	5130	Direct
Options	$41.83	2016-02-19	Humana Common (2043)	2043	Direct
Restricted Stock Units	$		Humana Common (4095)	4095	Direct
Restricted Stock Units	$		Humana Common (2355)	2355	Direct
Restricted Stock Units	$		Humana Common (2820)	2820	Direct

Footnotes

F1: Stock units held for reporting person's benefit as of September 30, 2012 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 2/21/08, NQ options vesting in three increments from 2/21/09 to 2/21/11, and ISO's vesting on 2/21/11.

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

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

F8: Restricted stock units granted to reporting person on 5/5/11, 100% of the award is vesting on 5/5/14.

F9: Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.

F10: 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. 1 share was acquired for a quarterly allocation of dividends under the Plan using the closing price of the dividend payable date on July 27, 2012. (The number of units reflect normal fluctuation due to changes in the stock price)