HUMANA INC — Director's Dealing 2013

Nov 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2013-11-26

Reporting Person: MARGULIS HEIDI S (Senior V.P. - Public Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-26	Humana Common	M	1835	$69.475	Acquired	12636	Direct
2013-11-26	Humana Common	S	5500	$104.4232	Disposed	7136	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-26	Options	$69.475	M	1835	Disposed	2015-02-21	Humana Common (1835)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	6863	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$72.84	2020-02-20	Humana Common (4680)	4680	Direct
Restricted Stock Units	$		Humana Common (2355)	2355	Direct
Restricted Stock Units	$		Humana Common (2820)	2820	Direct
Restricted Stock Units	$		Humana Common (1544)	1544	Direct
Phantom Stock Units	$		Humana Common (358)	358	Indirect

Footnotes

F1: 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).

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 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.

F4: 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.

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

F6: Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan.

F7: 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).

F8: Restricted stock units granted to reporting person on 5/05/11, 100% of the award is vesting on 5/05/14.

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

F10: Restricted stock units granted to reporting person on 2/20/13, 100% of the award is vesting on 2/20/16.

F11: 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.

F12: Sold at prices ranging from $104.4138 to $104.4420.