SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCCALLISTER MICHAEL B

(Last)

(First)

(Middle)

HUMANA INC.

500 WEST MAIN STREET

(Street)

LOUISVILLE

40202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HUMANA INC [ HUM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Humana Common								12,325	I	See Footnote⁽¹⁾
Humana Common								8,560	I	See Footnote⁽²⁾
Humana Common								121,650	I	See Footnote⁽²⁾
Humana Common	12/28/2012		M		75,253	A	$41.83	233,200	D
Humana Common	12/28/2012		F		46,471	D	$67.735	186,729	D
Humana Common	12/28/2012		F		12,288	D	$67.735	174,441	D
Humana Common	12/28/2012		S		60,000	D	$67.7624⁽¹⁶⁾	114,441	D
Humana Common								12,366	I	See Footnote (2008 GRAT)⁽³⁾
Humana Common								10,837	I	See Footnote (2010 GRAT)⁽³⁾
Humana Common								30,400	I	See Footnote (2012 GRAT)⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options⁽⁴⁾	$62.1							⁽⁵⁾	02/22/2014	Humana Common	129,758		129,758	D
Options⁽⁴⁾	$69.475							⁽⁶⁾	02/21/2015	Humana Common	159,585		159,585	D
Options⁽⁴⁾	$41.83	12/28/2012		M			75,253	⁽⁷⁾	02/19/2016	Humana Common	75,253	$41.83	0	D
Options⁽⁴⁾	$46.4							⁽⁸⁾	02/18/2017	Humana Common	86,554		86,554	D
Options⁽⁴⁾	$61.18							⁽⁹⁾	02/17/2018	Humana Common	88,537		88,537	D
Options⁽⁴⁾	$88.6475							⁽¹⁰⁾	02/23/2019	Humana Common	101,557		101,557	D
Restricted Stock Units⁽¹¹⁾	⁽¹²⁾							⁽¹³⁾	⁽¹³⁾	Humana Common	20,023		20,023	D
Restricted Stock Units⁽¹¹⁾	⁽¹²⁾							⁽¹⁴⁾	⁽¹⁴⁾	Humana Common	19,741		19,741	D
Phantom Stock Units	$74.47⁽¹⁵⁾	12/31/2012		J		4		⁽¹⁵⁾	⁽¹⁵⁾	Humana Common	4	$74.47	1,176	I	See Footnote⁽¹⁵⁾

Explanation of Responses:

1. Shares held in a trust for the benefit of reporting person's spouse.

2. Shares held in a trust for the benefit of reporting person's children.

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

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

5. Incentive and Non-Qualified stock options granted to reporting person on 2/22/07, NQ options vesting in three increments from 2/22/08 to 2/22/10, and ISO's vesting on 2/22/10.

6. 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.

7. 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 2/19/10 to 2/19/12.

8. 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 2/18/11 to 2/18/13.

9. 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.

10. 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.

11. Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

12. 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).

13. Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

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

15. Phantom Stock Units held for the benefit of reporting person as of December 31, 2012 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan. Transaction reported reflects that four (4) shares acquired for a quarterly allocation (allocated last business day of each quarter) of dividend equivalents under the Plan using the closing price on the dividend payable date of October 26, 2012 of $74.47. (The ending number of units reflects the normal fluctuation due to changes in the stock price)

16. Sales occured in prices ranging from $67.55 to $67.93.

Remarks:

	Michael B. McCallister	01/02/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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