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^*

MURRAY JAMES E

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2011

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								3,983	I	See Footnote⁽¹⁾
Humana Common								109,559	D
Humana Common								1,356	I	See Footnote⁽²⁾
Humana Common	03/30/2011		J		230	A	$66.74⁽³⁾	24,290	I	See Footnote⁽⁴⁾

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⁽⁵⁾	$53.96							⁽⁶⁾	02/23/2013	Humana Common	84,720		84,720	D
Options⁽⁵⁾	$62.1							⁽⁷⁾	02/22/2014	Humana Common	67,042		67,042	D
Options⁽⁵⁾	$69.475							⁽⁸⁾	02/21/2015	Humana Common	70,673		70,673	D
Options⁽⁵⁾	$41.83							⁽⁹⁾	02/19/2016	Humana Common	33,327		33,327	D
Options⁽⁵⁾	$46.4							⁽¹⁰⁾	02/18/2017	Humana Common	312,564		312,564	D
Options⁽⁵⁾	$61.18							⁽¹¹⁾	02/17/2018	Humana Common	39,209		39,209	D
Restricted Stock Units⁽¹²⁾	⁽¹³⁾							⁽¹⁴⁾	⁽¹⁴⁾	Humana Common	8,867		8,867	D
Phantom Stock Units	⁽¹⁵⁾	03/30/2011		J		2,186		⁽¹⁵⁾	⁽¹⁵⁾	Humana Common	2,186	$66.74⁽³⁾	28,136	I	See Footnote⁽¹⁵⁾

Explanation of Responses:

1. Shares held by reporting person's spouse.

2. Shares held in The Murray Family trust.

3. The amount of shares purchased was determined using the closing price of Humana stock on 3/29/2011.

4. Stock units held for the benefit of reporting person as of March 30, 2011 under the Humana Retirement & Savings Plan, including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan. All transactions are exempt under Rule 16b-3(c). The number of units being reported represent annual funding for the 2010 Plan year made on March 30, 2011.

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

6. Incentive and Non-Qualified stock options granted to reporting person on 2/23/06, NQ options vesting in three increments from 2/23/07 to 2/23/09, and ISO's vesting on 2/23/09.

7. 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.

8. 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.

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

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

11. 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.

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

13. 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).

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

15. Phantom Stock Units held for the benefit of reporting person as of March 30, 2011 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan. All transactions are exempt under Rule 16b-3(c and d). The number of units being reported represent annual funding for the 2010 Plan year made on March 30, 2011.

Remarks:

	James E. Murray	04/01/2011
	** 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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