HUMANA INC — Director's Dealing 2014

Mar 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2014-03-10

Reporting Person: Dunbar Webster Roy (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-10	Humana Common	S	9587	$110.30	Disposed	1458	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Unit	$		Humana Common (17872)	17872	Direct
Stock Unit	$		Humana Common (2586)	2586	Direct
Stock Unit	$		Humana Common (546)	546	Direct

Footnotes

F1: Annual Director's fee payable in stock units, deferred at the election of the Reporting Person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1) and the total includes the vested portion that was subsequently deferred for years 2013 and later.

F2: Director's cash fee elected to be converted into stock units, deferred at the election of the Reporting Person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1).

F3: Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan until his resignation of services as a director at which time the deferred dividend stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule16(b)-3(d).

F4: Includes 1,358 restricted stock unit representing 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 of which 100% is vesting on 12/31/2014 if Reporting Person remains on the Board.