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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-30	Phantom Stock Units	$	J	4	Acquired		Humana Common (4)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	12325	Indirect
Humana Common	8560	Indirect
Humana Common	310027	Direct
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

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. 4 shares were 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)