HUMANA INC — Director's Dealing 2012

Apr 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-12-13

Reporting Person: MURRAY JAMES E (EVP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-13	Humana Common	G	580	$86.945	Disposed	107205	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	3983	Indirect
Humana Common	1356	Indirect
Humana Common	25072	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$69.475	2015-02-21	Humana Common (38234)	38234	Direct
Options	$46.40	2017-02-18	Humana Common (19042)	19042	Direct
Options	$61.18	2018-02-17	Humana Common (26140)	26140	Direct
Options	$88.6475	2019-02-23	Humana Common (48747)	48747	Direct
Restricted Stock Units	$		Humana Common (8867)	8867	Direct
Restricted Stock Units	$		Humana Common (28668)	28668	Direct
Restricted Stock Units	$		Humana Common (9476)	9476	Direct
Phantom Stock Units	$		Humana Common (29475)	29475	Indirect

Footnotes

F1: Shares held by reporting person's spouse.

F2: Shares held in The Murray Family trust.

F3: Stock units held for the benefit of reporting person as of March 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. All transactions are exempt under Rule 16b-3(c).

F4: Right to buy pursuant to Company's 2003 Stock Incentive Plan.

F5: 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.

F6: 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.

F7: 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.

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

F9: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F10: 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).

F11: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F12: Restricted stock units granted to reporting person on 11/7/11, 100% of the award is vesting on 11/7/13.

F13: Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.

F14: Phantom Stock Units held for the benefit of reporting person as of March 30, 2012 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan. All transactions are exempt under Rule 16b-3(c and d).

F15: The number of shares held on 12/13/2011 was 3,983. No transactions have occurred since 12/13/2011 and 3,983 is the current balance as of 4/13/2012.

F16: 107,205 shares is the current ending number as of 4/13/2012. The number of directly held shares held after the gift on 12/13/2011 was 109,845. The 580 shares were gifted to members of the Murray family on 12/13/2011; the shares were inadvertently not reported at that time. The shares are still held by the Murray family.

F17: The number of shares held on 12/13/2011 was 1,356. No transactions have occurred since 12/13/2011 and 1,356 is the current balance as of 4/13/2012.

F18: The ending balances as of 4/13/2012 are reported on this Form 4.