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: LeClaire Brian P. (SVP & Chief Service & Info Off)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Options	$72.84	A	6760	Acquired	2020-02-20	Humana Common (6760)	Direct
2013-02-20	Restricted Stock Units	$	A	2231	Acquired		Humana Common (2231)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	4574	Direct
Humana Common	132	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$45.975	2015-04-01	Humana Common (23706)	23706	Direct
Options	$41.83	2016-02-19	Humana Common (5818)	5818	Direct
Restricted Stock Units	$		Humana Common (6048)	6048	Direct
Restricted Stock Units	$		Humana Common (5475)	5475	Direct
Restricted Stock Units	$		Humana Common (6768)	6768	Direct
Phantom Stock Units	$		Humana Common (60)	60	Indirect

Footnotes

F1: 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).

F2: Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan.

F3: Non-Qualified stock options granted to reporting person on 4/1/08, vesting in three increments from 4/1/11 to 4/1/13.

F4: Non-qualified stock options granted to reporting person on 2/19/09, vesting in three increments from 2/19/10 to 2/19/12.

F5: 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.

F6: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F7: Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan.

F8: 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).

F9: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F10: Restricted stock units granted to reporting person on 6/29/11, 100% of the award is vesting on 6/29/14.

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 2/20/13, 100% of the award is vesting on 2/20/16.

F13: Phantom Stock Units held for the benefit of reporting person as of January 31, 2013 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan.