HUMANA INC — Director's Dealing 2014

Feb 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2014-02-17

Reporting Person: Christopher M Todoroff (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-17	Humana Common	M	5149	$.1667	Acquired	21375	Direct
2014-02-17	Humana Common	F	1849	$99.235	Disposed	19526	Direct

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
2014-02-17	Restricted Stock Units	$	M	5149	Disposed		Humana Common (5149)	Direct
2014-02-18	Restricted Stock Units	$	A	3304	Acquired		Humana Common (3304)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$46.40	2017-02-18	Humana Common (11694)	11694	Direct
Options	$61.18	2018-02-17	Humana Common (7589)	7589	Direct
Options	$88.6475	2019-02-23	Humana Common (24374)	24374	Direct
Options	$72.84	2020-02-20	Humana Common (14041)	14041	Direct
Restricted Stock Units	$		Humana Common (4738)	4738	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: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F9: Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan.

F10: 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).

F11: Restricted stock units granted to reporting person on 02/17/11, 100% of the award is vesting on 02/17/14.

F12: Restricted stock units granted to reporting person on 02/23/12, 100% of the award is vesting on 02/23/15.

F13: Restricted stock units granted to reporting person on 02/20/13, 100% of the award is vesting on 02/20/16.

F14: Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.