HUMANA INC — Director's Dealing 2012

Feb 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2012-02-27

Reporting Person: Christopher M Todoroff (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Humana Common	M	15000	$45.98	Acquired	41307	Direct
2012-02-27	Humana Common	M	19351	$41.83	Acquired	60658	Direct
2012-02-27	Humana Common	M	11667	$29.53	Acquired	72325	Direct
2012-02-27	Humana Common	M	13848	$46.40	Acquired	86173	Direct
2012-02-27	Humana Common	F	2218	$90.09	Disposed	83955	Direct
2012-02-27	Humana Common	S	61729	$90.4132	Disposed	22226	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-27	Options	$45.98	M	15000	Disposed	2015-08-28	Humana Common (15000)	Direct
2012-02-27	Options	$41.83	M	19351	Disposed	2016-02-19	Humana Common (19351)	Direct
2012-02-27	Options	$29.53	M	11667	Disposed	2016-04-28	Humana Common (11667)	Direct
2012-02-27	Options	$46.40	M	13848	Disposed	2017-02-18	Humana Common (13848)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$61.18	2018-02-17	Humana Common (22767)	22767	Direct
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 8/28/08 vesting in three increments from 8/28/09 to 8/28/2011.

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: Non-Qualified stock option grant vests in three increments from 4/28/10 to 4/28/12.

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

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

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

F8: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F9: 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).

F10: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

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 $90.00 to $90.95. 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.