HUMANA INC — Director's Dealing 2012

Feb 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2012-02-23

Reporting Person: MURRAY JAMES E (EVP & COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-23	Options	$88.6475	A	48747	Acquired	2019-02-23	Humana Common (48747)	Direct
2012-02-23	Restricted Stock Units	$	A	9476	Acquired		Humana Common (9476)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	3983	Indirect
Humana Common	110425	Direct
Humana Common	1356	Indirect
Humana Common	24450	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$62.10	2014-02-22	Humana Common (67042)	67042	Direct
Options	$69.475	2015-02-21	Humana Common (70673)	70673	Direct
Options	$41.83	2016-02-19	Humana Common (33327)	33327	Direct
Options	$46.40	2017-02-18	Humana Common (38084)	38084	Direct
Options	$61.18	2018-02-17	Humana Common (39209)	39209	Direct
Restricted Stock Units	$		Humana Common (8867)	8867	Direct
Restricted Stock Units	$		Humana Common (28668)	28668	Direct
Phantom Stock Units	$		Humana Common (28170)	28170	Indirect

Footnotes

F1: Shares held by reporting person's spouse.

F2: Shares held in The Murray Family trust.

F3: Stock units held for the benefit of reporting person as of January 31, 2012 under the Humana Retirement & Savings Plan, including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan. All transactions are exempt under Rule 16b-3(c).

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

F5: 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.

F6: 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.

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 2/19/10 to 2/19/12.

F8: 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.

F9: 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.

F10: 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.

F11: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F12: 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).

F13: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F14: Restricted stock units granted to reporting person on 11/7/11, 100% of the award is vesting on 11/7/13.

F15: Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.

F16: Phantom Stock Units held for the benefit of reporting person as of January 31, 2012 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan. All transactions are exempt under Rule 16b-3(c and d).

F17: The number of options was mistakenly reported as 312,564 on previous Form 4s.