HUMANA INC — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2013-12-31

Reporting Person: JONES DAVID A JR/KY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Humana Common	M	2026	—	Acquired	145365	Direct
2014-01-02	Humana Common	A	1358	—	Acquired	146723	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-31	Restricted Stock Units	$	M	2026	Disposed		Humana Common (2026)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	1300	Indirect
Humana Common	1300	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Units	$		Humana Common (5022)	5022	Direct
Stock Units	$		Humana Common (95)	95	Direct

Footnotes

F1: Shares held by spouse as custodian for daughter.

F2: Shares held by spouse as custodian for son.

F3: Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan.

F4: 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).

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

F6: 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.