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HUMANA INC Director's Dealing 2013

Aug 9, 2013

30145_dirs_2013-08-09_daa0fbc4-3ec4-4bd5-a791-532797b363d0.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2013-08-08

Reporting Person: McCulley Steven E (Vice President & Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-08-08 Humana Common S 10000 $92.5362 Disposed 9327 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Humana Common 695 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Options $72.84 2020-02-20 Humana Common (4576) 4576 Direct
Restricted Stock Units $ Humana Common (8990) 8990 Direct
Restricted Stock Units $ Humana Common (5076) 5076 Direct
Restricted Stock Units $ Humana Common (1510) 1510 Direct
Phantom Stock Units $ Humana Common (7) 7 Indirect

Footnotes

F1: Stock units held for the benefit of reporting person as of July 31, 2013 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 02/20/13, vesting in three increments from 02/20/14 to 02/20/16.

F4: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F5: Right to receive one share per restricted stock unit pursuant to the Company's 2011 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 2/17/11, 100% of the award is vesting on 2/17/14.

F8: Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.

F9: Restricted stock units granted to reporting person on 2/20/13, 100% of the award is vesting on 2/20/16.

F10: Phantom Stock Units held for the benefit of reporting person as of July 31, 2013 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan.