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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-23	Options	$88.6475	A	24374	Acquired	2019-02-23	Humana Common (24374)	Direct
2012-02-23	Restricted Stock Units	$	A	4738	Acquired		Humana Common (4738)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	26307	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$45.98	2015-08-28	Humana Common (15000)	15000	Direct
Options	$41.83	2016-02-19	Humana Common (19351)	19351	Direct
Options	$29.53	2016-04-28	Humana Common (23334)	23334	Direct
Options	$46.40	2017-02-18	Humana Common (27697)	27697	Direct
Options	$61.18	2018-02-17	Humana Common (22767)	22767	Direct
Restricted Stock Units	$		Humana Common (5149)	5149	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.