HUMANA INC — Director's Dealing 2012

Apr 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2012-03-30

Reporting Person: MURRAY JAMES E (EVP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-30	Humana Common	M	67042	$62.10	Acquired	177467	Direct
2012-03-30	Humana Common	M	32439	$69.475	Acquired	209906	Direct
2012-03-30	Humana Common	M	33327	$41.83	Acquired	243233	Direct
2012-03-30	Humana Common	M	19042	$46.40	Acquired	262275	Direct
2012-03-30	Humana Common	M	13069	$61.18	Acquired	275344	Direct
2012-03-30	Humana Common	F	102918	$92.245	Disposed	172426	Direct
2012-03-30	Humana Common	F	26372	$92.245	Disposed	146054	Direct
2012-03-30	Humana Common	S	5000	$92.80	Disposed	141054	Direct
2012-03-30	Humana Common	S	32000	$92.907	Disposed	109054	Direct
2012-03-30	Humana Common	S	1000	$92.863	Disposed	108054	Direct
2012-03-30	Humana Common	G	269	$92.245	Disposed	107785	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-30	Options	$62.10	M	67042	Disposed	2014-02-22	Humana Common (67042)	Direct
2012-03-30	Options	$69.475	M	32439	Disposed	2015-02-21	Humana Common (32439)	Direct
2012-03-30	Options	$41.83	M	33327	Disposed	2016-02-19	Humana Common (33327)	Direct
2012-03-30	Options	$46.40	M	19042	Disposed	2017-02-18	Humana Common (19042)	Direct
2012-03-30	Options	$61.18	M	13069	Disposed	2018-02-17	Humana Common (13069)	Direct
2012-03-30	Phantom Stock Units	$	J	78	Acquired		Humana Common (78)	Indirect

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	$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

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 2/22/07, NQ options vesting in three increments from 2/22/08 to 2/22/10, and ISO's vesting on 2/22/10.

F6: 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.

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

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 2/18/11 to 2/18/13.

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 2/17/12 to 2/17/14.

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

F11: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F12: 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).

F13: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F14: Restricted stock units granted to reporting person on 11/7/11, 100% of the award is vesting on 11/7/13.

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 March 30, 2012 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan. 78 shares were acquired for a quarterly allocation of dividends under the Plan using the closing price of the dividend payable date on January 31, 2012. (The number of units reflect normal fluctuation due to changes in the stock price)

F17: This price represents the weighted average sales price for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $92.80 to $92.81. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.

F18: This price represents the weighted average sales price for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $92.515 to $93.01. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.

F19: This price represents the weighted average sales price for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $92.851 to $92.892. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.