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: 2015-02-23

Reporting Person: MURRAY JAMES E (EVP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-23	Humana Common	M	9476	$.1667	Acquired	98271	Direct
2015-02-23	Humana Common	F	3576	$161.03	Disposed	94695	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-24	Options	$164.645	A	32538	Acquired	2022-02-24	Humana Common (32538)	Direct
2015-02-23	Restricted Stock Units	$	M	9476	Disposed		Humana Common (9476)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	3983	Indirect
Humana Common	1356	Indirect
Humana Common	7200	Indirect
Humana Common	1171	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$88.6475	2019-02-23	Humana Common (16249)	16249	Direct
Options	$72.84	2020-02-20	Humana Common (13868)	13868	Direct
Options	$102.155	2021-02-18	Humana Common (24584)	24584	Direct
Restricted Stock Units	$		Humana Common (6864)	6864	Direct
Restricted Stock Units	$		Humana Common (5384)	5384	Direct
Phantom Stock Units	$		Humana Common (2520)	2520	Indirect

Footnotes

F1: Shares held by reporting person's spouse.

F2: Shares held in The Murray Family Partnership.

F3: Shares held for the benefit of reporting person as of January 31, 2015 under the Humana Retirement Savings Plan including routine payroll deductions, quarterly dividend allocation, and a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, exempt under Rule 16b-3(c).

F4: 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.

F5: 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.

F6: 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.

F7: 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.

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

F9: 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).

F10: Restricted stock units granted to reporting person on 02/23/12, 100% of the award is vesting on 02/23/15.

F11: Restricted stock units granted to reporting person on 02/20/13, 100% of the award is vesting on 02/20/16.

F12: Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.

F13: Shares held in Family Trust - Mr. Murray's spouse is the trustee and his family members are the beneficiaries.

F14: Phantom Stock Units held for the benefit of reporting person as of January 31, 2015 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctuation due to changes in stock price.