HUMANA INC — Director's Dealing 2013

Jan 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2013-01-02

Reporting Person: MCCALLISTER MICHAEL B (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-02	Restricted Stock Units	$	A	2026	Acquired		Humana Common (2026)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	12325	Indirect
Humana Common	8560	Indirect
Humana Common	121650	Indirect
Humana Common	114441	Direct
Humana Common	12366	Indirect
Humana Common	10837	Indirect
Humana Common	30400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$62.10	2014-02-22	Humana Common (129758)	129758	Direct
Options	$69.475	2015-02-21	Humana Common (159585)	159585	Direct
Options	$46.40	2017-02-18	Humana Common (86554)	86554	Direct
Options	$61.18	2018-02-17	Humana Common (88537)	88537	Direct
Options	$88.6475	2019-02-23	Humana Common (101557)	101557	Direct
Restricted Stock Units	$		Humana Common (20023)	20023	Direct
Restricted Stock Units	$		Humana Common (19741)	19741	Direct
Phantom Stock Units	$74.47		Humana Common (1176)	1176	Indirect

Footnotes

F1: Shares held in a trust for the benefit of reporting person's spouse.

F2: Shares held in a trust for the benefit of reporting person's children.

F3: Shares held in a GRAT with reporting person's spouse as trustee.

F4: Right to buy pursuant to Company's 2003 Stock Incentive Plan.

F5: Incentive and Non-Qualified stock options granted to reporting person on 2/22/07, NQ options vesting in three increments from 2/22/08 to 2/22/10, and ISO's vesting on 2/22/10.

F6: Incentive and Non-Qualified stock options granted to reporting person on 2/21/08, NQ options vesting in three increments from 2/21/09 to 2/21/11, and ISO's vesting on 2/21/11.

F7: 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 2/18/11 to 2/18/13.

F8: 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 2/17/12 to 2/17/14.

F9: 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 2/23/13 to 2/23/15.

F10: Right to receive one share per restricted stock unit pursuant to the Company's 2003 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: Phantom Stock Units held for the benefit of reporting person as of December 31, 2012 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan. Transaction reported reflects that four (4) shares acquired for a quarterly allocation (allocated last business day of each quarter) of dividend equivalents under the Plan using the closing price on the dividend payable date of October 26, 2012 of $74.47. (The ending number of units reflects the normal fluctuation due to changes in the stock price)

F15: 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 Plan. 100% of the award is vesting on 12/31/2013.