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^*

REYNOLDS W ANN

(Last)

(First)

(Middle)

130 WEST 67TH STREET

(Street)

NEW YORK

10023

(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)
11/02/2009

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	11/02/2009		M		5,000	A	$7.875	39,279	D
Humana Common	11/03/2009		S		2,000	D	$37.27	37,279	D
Humana Common	11/03/2009		S		100	D	$37.28	37,179	D
Humana Common	11/03/2009		S		200	D	$37.285	36,979	D
Humana Common	11/03/2009		S		600	D	$37.29	36,379	D
Humana Common	11/03/2009		S		1,500	D	$37.3	34,879	D
Humana Common	11/03/2009		S		400	D	$37.3003	34,479	D
Humana Common	11/03/2009		S		200	D	$37.3002	34,279	D
Humana Common								87	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)
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⁽²⁾	$7.875	11/02/2009		M			5,000	01/03/2001	01/03/2010	Humana Common	5,000	$7.875	0	D
Options⁽³⁾	$14.7813							01/02/2002	01/02/2011	Humana Common	5,000		5,000	D
Options⁽³⁾	$11.55							01/02/2003	01/02/2012	Humana Common	5,000		5,000	D
Options⁽³⁾	$10.19							01/02/2004	01/02/2013	Humana Common	5,000		5,000	D
Options⁽⁴⁾	$23.05							01/02/2005	01/02/2014	Humana Common	2,500		2,500	D
Stock Unit⁽⁵⁾	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Humana Common	4,984		4,984	D

Explanation of Responses:

1. Shares held by reporting person's spouse.

2. Right to buy pursuant to Humana Inc.'s 1989 Stock Option Plan for Non-Employee Directors.

3. Right to buy pursuant to Humana Inc.'s 1996 Incentive Stock Option Plan.

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

5. Annual Director's fee payable in stock units which have been deferred at the election of the reporting person until her resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1).

Remarks:

	W. Ann Reynolds, Ph.D.	11/03/2009
	** 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.
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