HUMANA INC — Director's Dealing 2013

Oct 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2013-09-30

Reporting Person: MURRAY JAMES E (EVP & COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-30	Phantom Stock Units	$	J	5	Acquired		Humana Common (5)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	90976	Direct
Humana Common	3983	Indirect
Humana Common	1356	Indirect
Humana Common	14400	Indirect
Humana Common	661	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 (28668)	28668	Direct
Restricted Stock Units	$		Humana Common (9476)	9476	Direct
Restricted Stock Units	$		Humana Common (6864)	6864	Direct

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 September 30, 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 September 30, 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. Transaction reported reflects shares acquired for a quarterly allocation of dividend equivalents, allocated the last business day of the quarter. The amount of shares purchased was determined using the closing price of Humana stock on the dividend payable date of July 26, 2013.