HUMANA INC — Director's Dealing 2013

Feb 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2013-02-20

Reporting Person: MURRAY JAMES E (EVP & COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Options	$72.84	A	20801	Acquired	2020-02-20	Humana Common (20801)	Direct
2013-02-20	Restricted Stock Units	$	A	6864	Acquired		Humana Common (6864)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	92262	Direct
Humana Common	3983	Indirect
Humana Common	1356	Indirect
Humana Common	14400	Indirect
Humana Common	237	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$69.475	2015-02-21	Humana Common (38234)	38234	Direct
Options	$46.40	2017-02-18	Humana Common (19042)	19042	Direct
Options	$61.18	2018-02-17	Humana Common (26140)	26140	Direct
Options	$88.6475	2019-02-23	Humana Common (48747)	48747	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

Footnotes

F1: Shares held by reporting person's spouse.

F2: Shares held in The Murray Family Partnership.

F3: Stock units held for the benefit of reporting person as of January 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).

F4: Right to buy pursuant to Company's 2003 Stock Incentive Plan.

F5: 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.

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 2/18/11 to 2/18/13.

F7: 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.

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

F9: 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.

F10: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F11: Right to receive one share per restricted stock unit pursuant to the Company's 2011 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 02/17/11, 100% of the award is vesting on 02/17/14.

F14: Restricted stock units granted to reporting person on 11/07/11, 100% of the award is vesting on 11/07/13.

F15: Restricted stock units granted to reporting person on 02/23/12, 100% of the award is vesting on 02/23/15.

F16: Restricted stock units granted to reporting person on 02/20/13, 100% of the award is vesting on 02/20/16.

F17: Transfer of Shares from Family Partnership to Family Trust - Mr. Murray's spouse is the trustee and his family members are the beneficiaries.