HUMANA INC — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2014-02-18

Reporting Person: Huval Timothy S. (Senior VP & Chief HR Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Options	$102.155	A	15086	Acquired	2021-02-18	Humana Common (15086)	Direct
2014-02-18	Restricted Stock Units	$	A	3304	Acquired		Humana Common (3304)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$72.84	2020-02-20	Humana Common (14041)	14041	Direct
Restricted Stock Units	$		Humana Common (21709)	21709	Direct
Restricted Stock Units	$		Humana Common (4633)	4633	Direct

Footnotes

F1: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F2: Right to buy pursuant to the Company's 2011 Stock Incentive Plan.

F3: 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.

F4: Incentive and Non-Qualified stock options granted to reporting person on 02/18/14, vesting in three increments from 02/18/15 to 02/18/17.

F5: 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 Stock Incentive Plan. 100% of the award is vesting on 01/02/16.

F6: 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 Stock Incentive Plan. 100% of the award is vesting on 02/20/16.

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) under the Company's 2011 Stock Incentive Plan. 100% of the award is vesting on 02/18/17.