HUMANA INC — Director's Dealing 2013

May 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2013-05-09

Reporting Person: MCCALLISTER MICHAEL B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-09	Humana Common	M	129758	$62.10	Acquired	244199	Direct
2013-05-09	Humana Common	M	86554	$46.40	Acquired	330753	Direct
2013-05-09	Humana Common	S	216312	$77.7205	Disposed	114441	Direct
2013-05-09	Humana Common	G	2582	—	Disposed	111859	Direct
2013-05-09	Humana Common	S	65000	$77.7205	Acquired	56650	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-09	Options	$62.10	M	129758	Disposed	2014-02-22	Humana Common (129758)	Direct
2013-05-09	Options	$46.40	M	86554	Disposed	2017-02-18	Humana Common (86554)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	12325	Indirect
Humana Common	8560	Indirect
Humana Common	12366	Indirect
Humana Common	10837	Indirect
Humana Common	30400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$69.475	2015-02-21	Humana Common (159585)	159585	Direct
Options	$61.18	2018-02-17	Humana Common (88537)	88537	Direct
Options	$88.6475	2019-02-23	Humana Common (101557)	101557	Direct
Restricted Stock Units	$		Humana Common (20023)	20023	Direct
Restricted Stock Units	$		Humana Common (19741)	19741	Direct
Restricted Stock Units	$		Humana Common (2026)	2026	Direct
Phantom Stock Units	$		Humana Common (1183)	1183	Indirect

Footnotes

F1: Shares held in a trust for the benefit of reporting person's spouse.

F2: Shares held in a trust for the benefit of reporting person's children.

F3: Shares held in gift trust with reporting person's spouse as trustee.

F4: Shares held in a GRAT with reporting person's spouse as trustee.

F5: Right to buy pursuant to Company's 2003 Stock Incentive Plan.

F6: Incentive and Non-Qualified stock options granted to reporting person on 2/22/07, NQ options vesting in three increments from 2/22/08 to 2/22/10, and ISO's vesting on 2/22/10.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F12: 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).

F13: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F14: Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.

F15: Phantom Stock Units held for the benefit of reporting person as of April 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 January 25, 2013.

F16: 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) under the Company's 2011 Plan. 100% of the award is vesting on 12/31/2013.