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: LISTON THOMAS J (President - Retail Segment)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Options	$72.84	A	6240	Acquired	2020-02-20	Humana Common (6240)	Direct
2013-02-20	Restricted Stock Units	$	A	2059	Acquired		Humana Common (2059)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	101723	Direct
Humana Common	10018	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$45.975	2015-04-01	Humana Common (11995)	11995	Direct
Options	$41.83	2016-02-19	Humana Common (2688)	2688	Direct
Options	$89.145	2019-04-25	Humana Common (4661)	4661	Direct
Restricted Stock Units	$		Humana Common (5721)	5721	Direct
Restricted Stock Units	$		Humana Common (5640)	5640	Direct
Restricted Stock Units	$		Humana Common (1683)	1683	Direct

Footnotes

F1: Shares 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).

F2: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F3: Incentive and Non-Qualified stock options granted to reporting person on 4/1/08, NQ options vesting in three increments from 4/1/11 to 4/1/13, and ISO's vesting in two increments on 4/1/12 and 4/1/13.

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 2/19/10 to 2/19/12.

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 4/25/13 to 4/25/15.

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 2/17/11, 100% of the award is vesting on 2/17/14.

F11: Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.

F12: Restricted stock units granted to reporting person on 4/25/12, 100% of the award is vesting on 4/25/15.

F13: Restricted stock units granted to reporting person on 2/20/13, 100% of the award is vesting on 2/20/16.