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HUMANA INC Director's Dealing 2013

Feb 22, 2013

30145_dirs_2013-02-22_7d71df58-1afc-4ea2-823b-84145846fef3.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: 2013-02-20

Reporting Person: McClain Tim S (Group Pres, Govt & Other Busin)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-02-20 Options $72.84 A 4940 Acquired 2020-02-20 Humana Common (4940) Direct
2013-02-20 Restricted Stock Units $ A 1630 Acquired Humana Common (1630) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Humana Common 82 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Options $36.52 2016-08-27 Humana Common (1667) 1667 Direct
Options $88.6475 2019-02-23 Humana Common (3971) 3971 Direct
Restricted Stock Units $ Humana Common (1635) 1635 Direct
Restricted Stock Units $ Humana Common (3130) 3130 Direct

Footnotes

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

F2: Non-Qualified stock options granted to reporting person on 8/27/09, 100% vested.

F3: Non-qualified stock options granted to reporting person on 2/23/12, vesting in three increments from 2/23/13 to 2/23/15.

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: 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 2003 Stock Incentive Plan. 100% of the award is vesting on 02/17/14.

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) under the Company's 2011 Stock Incentive Plan. 100% of the award is vesting on 02/23/15.

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) under the Company's 2011 Stock Incentive Plan. 100% of the award is vesting on 02/20/16.