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: McCulley Steven E (Vice President & Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-23	Restricted Stock Units	$	A	5076	Acquired		Humana Common (5076)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	11732	Direct
Humana Common	685	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$45.975	2015-04-01	Humana Common (13994)	13994	Direct
Options	$41.83	2016-02-19	Humana Common (3333)	3333	Direct
Restricted Stock Units	$		Humana Common (3879)	3879	Direct
Restricted Stock Units	$		Humana Common (8990)	8990	Direct
Phantom Stock Units	$		Humana Common (7)	7	Indirect

Footnotes

F1: 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, both exempt under Rule 16b-3(c).

F2: Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan.

F3: Incentive and Non-Qualified stock options granted to reporting person on 4/1/08, NQ options vesting in three increments from 4/1/11 to 4/1/13, and ISO's vesting in two increments on 4/1/12 and 4/1/13.

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

F5: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F6: 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).

F7: Restricted stock units granted to reporting person on 2/18/10, 100% of the award is vesting on 2/18/13.

F8: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F9: Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.

F10: 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 exempt under Rule 16b-3(c and d).