HUMANA INC — Director's Dealing 2012

Mar 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2012-03-09

Reporting Person: HATHCOCK BONNIE C (Sr VP & Chief Human Res. Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-09	Humana Common	M	41036	$69.475	Acquired	65324	Direct
2012-03-09	Humana Common	M	19351	$41.83	Acquired	84675	Direct
2012-03-09	Humana Common	M	12117	$46.40	Acquired	96792	Direct
2012-03-09	Humana Common	M	7589	$61.18	Acquired	104381	Direct
2012-03-09	Humana Common	F	2287	$87.39	Disposed	102094	Direct
2012-03-09	Humana Common	S	61207	$87.2056	Disposed	40887	Direct
2012-03-09	Humana Common	S	15057	$87.8468	Disposed	25830	Direct
2012-03-09	Humana Common	G	900	$87.39	Disposed	24930	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-09	Options	$69.475	M	41036	Disposed	2015-02-21	Humana Common (41036)	Direct
2012-03-09	Options	$41.83	M	19351	Disposed	2016-02-19	Humana Common (19351)	Direct
2012-03-09	Options	$46.40	M	12117	Disposed	2017-02-18	Humana Common (12117)	Direct
2012-03-09	Options	$61.18	M	7589	Disposed	2018-02-17	Humana Common (7589)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$88.6475	2019-02-23	Humana Common (24374)	24374	Direct
Restricted Stock Units	$		Humana Common (5149)	5149	Direct
Restricted Stock Units	$		Humana Common (4738)	4738	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: 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.

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 2/23/12, 100% of the award is vesting on 2/23/15.

F11: 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 $86.79 to $87.78. 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.

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 $87.79 to $88.10. 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.