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 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)
EVP & COO
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2012
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)
Code V Amount (A) or (D) Price
Humana Common 3,983 I See Footnote (1)
Humana Common 03/30/2012 M 67,042 A $62.1 177,467 D
Humana Common 03/30/2012 M 32,439 A $69.475 209,906 D
Humana Common 03/30/2012 M 33,327 A $41.83 243,233 D
Humana Common 03/30/2012 M 19,042 A $46.4 262,275 D
Humana Common 03/30/2012 M 13,069 A $61.18 275,344 D
Humana Common 03/30/2012 F 102,918 D $92.245 172,426 D
Humana Common 03/30/2012 F 26,372 D $92.245 146,054 D
Humana Common 03/30/2012 S 5,000 D $92.8 (17) 141,054 D
Humana Common 03/30/2012 S 32,000 D $92.907 (18) 109,054 D
Humana Common 03/30/2012 S 1,000 D $92.863 (19) 108,054 D
Humana Common 03/30/2012 G 269 D $92.245 107,785 D
Humana Common 1,356 I See Footnote (2)
Humana Common 25,072 I See Footnote (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (4) $62.1 03/30/2012 M 67,042 (5) 02/22/2014 Humana Common 67,042 $62.1 0 D
Options (4) $69.475 03/30/2012 M 32,439 (6) 02/21/2015 Humana Common 32,439 $69.475 38,234 D
Options (4) $41.83 03/30/2012 M 33,327 (7) 02/19/2016 Humana Common 33,327 $41.83 0 D
Options (4) $46.4 03/30/2012 M 19,042 (8) 02/18/2017 Humana Common 19,042 $46.4 19,042 D
Options (4) $61.18 03/30/2012 M 13,069 (9) 02/17/2018 Humana Common 13,069 $61.18 26,140 D
Options (4) $88.6475 (10) 02/23/2019 Humana Common 48,747 48,747 D
Restricted Stock Units (11) (12) (13) (13) Humana Common 8,867 8,867 D
Restricted Stock Units (11) (12) (14) (14) Humana Common 28,668 28,668 D
Restricted Stock Units (11) (12) (15) (15) Humana Common 9,476 9,476 D
Phantom Stock Units (16) 03/30/2012 J 78 (16) (16) Humana Common 78 $89.02 29,475 I See Footnote (16)
Explanation of Responses:
1. Shares held by reporting person's spouse.
2. Shares held in The Murray Family trust.
3. Stock units held for the benefit of reporting person as of March 30, 2012 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).
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 11/7/11, 100% of the award is vesting on 11/7/13.
15. Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.
16. Phantom Stock Units held for the benefit of reporting person as of March 30, 2012 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan. 78 shares were acquired for a quarterly allocation of dividends under the Plan using the closing price of the dividend payable date on January 31, 2012. (The number of units reflect normal fluctuation due to changes in the stock price)
17. This price represents the weighted average sales price for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $92.80 to $92.81. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.
18. This price represents the weighted average sales price for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $92.515 to $93.01. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.
19. This price represents the weighted average sales price for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $92.851 to $92.892. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.
Remarks:
James E. Murray 04/03/2012
** 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).
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