HUMANA INC — Director's Dealing 2012

Apr 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: DAMELIO FRANK A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-30	Humana Common	M	15000	$18.03	Disposed	24277	Direct
2012-03-30	Humana Common	M	2931	$92.245	Disposed	21346	Direct
2012-03-30	Humana Common	F	3017	$92.245	Disposed	18329	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-30	Option	$18.03	M	15000	Disposed	2013-09-11	Humana Common (15000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$23.05	2014-01-02	Humana Common (2500)	2500	Direct
Stock Unit	$		Humana Common (1821)	1821	Direct
Stock Unit	$		Humana Common (14025)	14025	Direct
Stock Unit	$		Humana Common (2467)	2467	Direct
Stock Unit	$		Humana Common (145)	145	Direct

Footnotes

F1: Annual Director's fee payable in stock units, deferred at the election of the reporting person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1).

F2: Annual Director's fee payable in stock units which have been deferred at the election of the reporting person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis (over a five-year period), exempt pursuant to Rule 16(b)-3(d)(1).

F3: Director's cash fee elected to be converted into stock units, deferred at the election of the reporting person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis (over a five-year period), exempt pursuant to Rule 16(b)-3(d)(1).

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

F5: Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan until his resignation of services as a director at which time the deferred dividend stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule16(b)-3(d).