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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
LISTON THOMAS J

(Last) (First) (Middle)
HUMANA INC.
500 WEST MAIN STREET

(Street)
LOUISVILLE KY 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)
Sr VP-Senior Products
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2011
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)
Code V Amount (A) or (D) Price
Humana Common 12/30/2011 M 17,900 A $32.7 112,765 D
Humana Common 12/30/2011 M 10,000 A $12.995 122,765 D
Humana Common 12/30/2011 M 10,000 A $9.26 132,765 D
Humana Common 12/30/2011 M 10,000 A $21.275 142,765 D
Humana Common 12/30/2011 M 8,564 A $53.96 151,329 D
Humana Common 12/30/2011 M 4,866 A $62.1 156,195 D
Humana Common 12/30/2011 M 6,269 A $69.475 162,464 D
Humana Common 12/30/2011 M 5,998 A $45.975 168,462 D
Humana Common 12/30/2011 M 5,375 A $41.83 173,837 D
Humana Common 12/30/2011 S 73,740 D $87.569 100,097 D
Humana Common 9,851 I See Footnote (1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (5) $32.7 12/30/2011 M 17,900 (7) 02/24/2012 Humana Common 17,900 $32.7 0 D
Options (2) $12.995 12/30/2011 M 10,000 (3) 03/13/2012 Humana Common 10,000 $12.995 0 D
Options (2) $9.26 12/30/2011 M 10,000 (4) 03/13/2013 Humana Common 10,000 $9.26 0 D
Options (5) $21.275 12/30/2011 M 10,000 (6) 02/24/2014 Humana Common 10,000 $21.275 0 D
Options (5) $53.96 12/30/2011 M 8,564 (8) 02/23/2013 Humana Common 8,564 $53.96 0 D
Options (5) $62.1 12/30/2011 M 4,866 (9) 02/22/2014 Humana Common 4,866 $62.1 0 D
Options (5) $69.475 12/30/2011 M 6,269 (10) 02/21/2015 Humana Common 6,269 $69.475 0 D
Options (5) $45.975 12/30/2011 M 5,998 (11) 04/01/2015 Humana Common 5,998 $45.975 11,995 D
Options (5) $41.83 12/30/2011 M 5,375 (12) 02/19/2016 Humana Common 5,375 $41.83 2,688 D
Restricted Stock Units (13) (14) (15) (15) Humana Common 4,095 4,095 D
Restricted Stock Units (13) (14) (16) (16) Humana Common 5,721 5,721 D
Explanation of Responses:
1. Shares held for the benefit of reporting person as of November 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, both exempt under Rule 16b-3(c).
2. Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees.
3. Incentive and Non-Qualified stock options granted to reporting person on 3/13/02, NQ options vesting on 3/13/03, and ISO's vesting in two increments on 3/13/04 and 3/13/05.
4. Incentive stock options granted to reporting person on 3/13/03 vesting in three increments from 3/13/04 to 3/13/06.
5. Right to buy pursuant to the Company's 2003 Stock Incentive Plan.
6. Incentive and Non-Qualified stock options granted to reporting person on 2/24/04, NQ vesting in two increments on 2/24/05 and 2/24/06, and ISO's vesting in three increments from 2/24/05 to 2/24/07.
7. Incentive and Non-Qualified stock options granted to reporting person on 2/24/05, NQ options vesting in three increments from 2/24/06 to 2/24/08, and ISO's vesting in two increments on 2/24/07 and 2/24/08.
8. 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.
9. 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.
10. 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.
11. Incentive and Non-Qualified stock options granted to reporting person on 4/1/08, NQ options vesting in three increments from 4/1/11 to 4/1/13, and ISO's vesting in two increments on 4/1/12 and 4/1/13.
12. 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.
13. Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.
14. 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).
15. Restricted stock units granted to reporting person on 2/18/10, 100% of the award is vesting on 2/18/13.
16. Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.
Remarks:
Thomas J. Liston 01/03/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.