HUMANA INC — Director's Dealing 2015

Feb 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2015-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-24	Humana Common	M	24374	$88.6475	Acquired	44836	Direct
2015-02-24	Humana Common	M	9360	$72.84	Acquired	54196	Direct
2015-02-24	Humana Common	S	39297	$164.305	Disposed	14899	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-24	Options	$88.6475	M	24374	Disposed	2019-02-23	Humana Common (24374)	Direct
2015-02-24	Options	$72.84	M	9360	Disposed	2020-02-20	Humana Common (9360)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$102.155	2021-02-18	Humana Common (15086)	15086	Direct
Options	$164.645	2022-02-24	Humana Common (21014)	21014	Direct
Restricted Stock Units	$		Humana Common (4633)	4633	Direct
Restricted Stock Units	$		Humana Common (3304)	3304	Direct

Footnotes

F1: Right to buy pursuant to Company's 2003 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/23/12, vesting in three increments from 02/23/13 to 02/23/15.

F2: Right to buy pursuant to Company's 2003 Stock Incentive Plan. 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.

F3: Right to buy pursuant to Company's 2011 Stock Incentive Plan. 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.

F4: Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/24/15, vesting in three increments from 02/24/16 to 02/24/18.

F5: Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan. 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).

F6: Restricted stock units granted to reporting person on 02/20/13, 100% of the award is vesting on 02/20/16.

F7: Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.

F8: Shares sold at prices ranging from $163.90 to $164.71