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: Bierbower Elizabeth D (Segment Pres., Employer Group)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Options	$72.84	A	5200	Acquired	2020-02-20	Humana Common (5200)	Direct
2013-02-20	Restricted Stock Units	$	A	1716	Acquired		Humana Common (1716)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	7868	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$21.275	2014-02-24	Humana Common (18000)	18000	Direct
Options	$62.10	2014-02-22	Humana Common (4605)	4605	Direct
Options	$69.475	2015-02-21	Humana Common (6063)	6063	Direct
Options	$45.975	2015-04-01	Humana Common (17673)	17673	Direct
Options	$41.83	2016-02-19	Humana Common (6981)	6981	Direct
Options	$79.655	2019-06-20	Humana Common (5411)	5411	Direct
Restricted Stock Units	$.1667		Humana Common (2860)	2860	Direct
Restricted Stock Units	$0		Humana Common (1692)	1692	Direct
Restricted Stock Units	$0		Humana Common (1883)	1883	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 2/24/04, 100% vested.

F3: Non-Qualified stock options granted to reporting person on 2/22/07, 100% vested.

F4: Non-Qualified stock options granted to reporting person on 2/21/08, 100% vested.

F5: Non-Qualified stock options granted to reporting person on 4/1/08, vesting in three increments from 4/1/11 to 4/1/13.

F6: Non-Qualified stock options granted to reporting person on 2/19/09, 100% vested.

F7: Non-Qualified stock options granted to reporting person on 6/20/12, vesting in three increments from 6/20/13 to 6/20/15.

F8: 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.

F9: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F10: Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan.

F11: 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).

F12: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F13: Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.

F14: Restricted stock units granted to reporting person on 6/20/12, 100% of the award is vesting on 6/20/15.

F15: Restricted stock units granted to reporting person on 02/20/13, 100% of the award is vesting on 02/20/16.