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: PERKINS BRUCE D (Sgmnt Pres, Health&Well-Being)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Options	$72.84	A	7800	Acquired		Humana Common (7800)	Direct
2013-02-20	Restricted Stock Units	$	A	2574	Acquired		Humana Common (2574)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	19985	Direct
Humana Common	297	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$79.655	2019-06-20	Humana Common (5411)	5411	Direct
Restricted Stock Units	$.1667		Humana Common (7355)	7355	Direct
Restricted Stock Units	$0		Humana Common (6768)	6768	Direct
Restricted Stock Units	$0		Humana Common (1883)	1883	Direct
Phantom Stock Units	$74.47		Humana Common (356)	356	Indirect

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: Non-Qualified stock options granted to reporting person on 6/20/12, NQ options vesting in three increments from 6/20/13 to 6/20/15.

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

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 6/20/12, 100% of the award is vesting on 6/20/15.

F11: Restricted stock units granted to reporting person on 02/20/13, 100% of the award is vesting on 02/20/16.

F12: 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.