HUMANA INC — Director's Dealing 2012

Mar 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2012-03-29

Reporting Person: BLOEM JAMES H (Sr. VP, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-29	Humana Common	M	35005	$62.10	Acquired	78575	Direct
2012-03-29	Humana Common	S	35005	$90.2669	Disposed	43570	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-29	Options	$62.10	M	35005	Disposed	2014-02-22	Humana Common (35005)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$69.475	2015-02-21	Humana Common (46436)	46436	Direct
Options	$46.40	2017-02-18	Humana Common (12118)	12118	Direct
Options	$61.18	2018-02-17	Humana Common (15178)	15178	Direct
Options	$88.6475	2019-02-23	Humana Common (28436)	28436	Direct
Restricted Stock Units	$		Humana Common (5149)	5149	Direct
Restricted Stock Units	$		Humana Common (17201)	17201	Direct
Restricted Stock Units	$		Humana Common (5528)	5528	Direct

Footnotes

F1: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F2: 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.

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

F5: 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.

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

F7: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F8: 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).

F9: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F10: Restricted stock units granted to reporting person on 11/7/11, 100% of the award is vesting on 11/7/13.

F11: Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.

F12: 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 $90.24 to $90.39. 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.