HUMANA INC — Director's Dealing 2013

Nov 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2013-11-07

Reporting Person: MURRAY JAMES E (EVP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-07	Humana Common	M	28668	$.1667	Acquired	119644	Direct
2013-11-07	Humana Common	F	14245	$96.005	Disposed	105399	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-07	Restricted Stock Units	$	M	28668	Disposed		Humana Common (28668)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	3983	Indirect
Humana Common	1356	Indirect
Humana Common	14400	Indirect
Humana Common	660	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$61.18	2018-02-17	Humana Common (13070)	13070	Direct
Options	$88.6475	2019-02-23	Humana Common (48747)	48747	Direct
Options	$72.84	2020-02-20	Humana Common (20801)	20801	Direct
Restricted Stock Units	$		Humana Common (8867)	8867	Direct
Restricted Stock Units	$		Humana Common (9476)	9476	Direct
Restricted Stock Units	$		Humana Common (6864)	6864	Direct
Phantom Stock Units	$		Humana Common (5)	1687	Indirect

Footnotes

F1: Shares held by reporting person's spouse.

F2: Shares held in The Murray Family Partnership.

F3: Shares held for the benefit of reporting person as of October 31, 2013 under the Humana Retirement Savings Plan including routine payroll deductions, quarterly dividend allocation, and a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, exempt under Rule 16b-3(c).

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

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: Incentive and Non-Qualified stock options granted to reporting person on 02/20/13, vesting in three increments from 02/20/14 to 02/20/16.

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

F9: Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan.

F10: 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).

F11: Restricted stock units granted to reporting person on 02/17/11, 100% of the award is vesting on 02/17/14.

F12: Restricted stock units granted to reporting person on 11/07/11, 100% of the award is vesting on 11/07/13.

F13: Restricted stock units granted to reporting person on 02/23/12, 100% of the award is vesting on 02/23/15.

F14: Restricted stock units granted to reporting person on 02/20/13, 100% of the award is vesting on 02/20/16.

F15: Transfer of Shares from Family Partnership to Family Trust - Mr. Murray's spouse is the trustee and his family members are the beneficiaries.

F16: Phantom Stock Units held for the benefit of reporting person as of October 31, 2013 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctation due to changes in stock price.