HUMANA INC — Director's Dealing 2013

May 29, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2013-05-28

Reporting Person: BLOEM JAMES H (Sr. VP, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-28	Humana Common	M	9963	$46.40	Acquired	55688	Direct
2013-05-28	Humana Common	M	7589	$61.18	Acquired	63277	Direct
2013-05-28	Humana Common	F	13880	$80.16	Disposed	49397	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-28	Options	$46.40	M	9963	Disposed	2017-02-18	Humana Common (9963)	Direct
2013-05-28	Options	$61.18	M	7589	Disposed	2018-02-17	Humana Common (7589)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$69.475	2015-02-21	Humana Common (46436)	46436	Direct
Options	$88.6475	2019-02-23	Humana Common (28436)	28436	Direct
Options	$72.84	2020-02-20	Humana Common (18201)	18201	Direct
Restricted Stock Units	$		Humana Common (5149)	5149	Direct
Restricted Stock Units	$		Humana Common (17201)	17201	Direct
Restricted Stock Units	$		Humana Common (5528)	5528	Direct
Restricted Stock Units	$		Humana Common (6006)	6006	Direct

Footnotes

F1: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F2: 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.

F3: 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 2/18/11 to 2/18/13.

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 2/17/12 to 2/17/14.

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 2/23/13 to 2/23/15.

F6: 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.

F7: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F8: Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan.

F9: 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).

F10: Restricted stock units granted to reporting person on 02/17/11, 100% of the award is vesting on 02/17/14.

F11: Restricted stock units granted to reporting person on 11/7/11, 100% of the award is vesting on 11/7/13.

F12: Restricted stock units granted to reporting person on 02/23/12, 100% of the award is vesting on 02/23/15.

F13: Restricted stock units granted to reporting person on 02/20/13, 100% of the award is vesting on 02/20/16.