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: MCCALLISTER MICHAEL B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Humana Common	M	2026	—	Acquired	113885	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	12325	Indirect
Humana Common	8560	Indirect
Humana Common	56650	Indirect
Humana Common	12366	Indirect
Humana Common	10837	Indirect
Humana Common	30400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$69.475	2015-02-21	Humana Common (79792)	79792	Direct
Options	$61.18	2018-02-17	Humana Common (29513)	29513	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

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 gift trust with reporting person's spouse as trustee.

F4: Shares held in a GRAT with reporting person's spouse as trustee.

F5: Right to buy pursuant to Company's 2003 Stock Incentive Plan.

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 2/17/12 to 2/17/14.

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 2/23/13 to 2/23/15.

F9: Right to receive one share per restricted stock unit pursuant to the Company's 2003 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 2/17/11, 100% of the award is vesting on 2/17/14.

F12: Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.

F13: 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.

F14: In addition to the transaction reported, the Form 4 is being filed to notify that the reporting person resigned as a Director as of 12/31/2013, and is no longer subject to Section 16.