HUMANA INC — Director's Dealing 2013

Apr 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2013-03-28

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-28	Phantom Stock Units	$	J	2	Acquired		Humana Common (2)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	11916	Direct
Humana Common	6871	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$69.475	2015-02-21	Humana Common (5130)	5130	Direct
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

Footnotes

F1: Shares held for the benefit of reporting person as of March 28, 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 March 28, 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.