HUMANA INC — Director's Dealing 2012

Mar 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2012-03-15

Reporting Person: McDonald William J. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-15	Stock Unit	$	A	98	Acquired		Humana Common (98)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	250	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Unit	$		Humana Common (19719)	19719	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: 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, exempt pursuant to Rule 16(b)-3(d)(1).

F3: 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).

F4: The amount of securities beneficially owned is increased by 98 shares for the March 15, 2012 cash fee conversion to stock and 1 share due to fractional share accumulations that have occurred since January 13, 2012.