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: McDonald William J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Humana Common	M	2026	—	Acquired	2276	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
2014-01-02	Restricted Stock Units	$	A	1358	Acquired		Humana Common (1358)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Unit	$		Humana Common (19719)	19719	Direct
Stock Unit	$		Humana Common (8171)	8171	Direct
Stock Unit	$		Humana Common (328)	328	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).

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: 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.

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 Company's 2011 Plan.100% of the award is vesting on 12/31/2014.