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)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/25/2009
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)
Code V Amount (A) or (D) Price
Humana Common 3,983 I See Footnote(1)
Humana Common 11/25/2009 M 20,000 A $12.995 160,488 D
Humana Common 11/25/2009 F 6,257 D $41.535 154,231 D
Humana Common 11/25/2009 M 80,300 A $21.275 234,531 D
Humana Common 11/25/2009 F 58,206 D $41.895 176,325 D
Humana Common 11/25/2009 S 68,000 D (2) 108,325 D
Humana Common 11/30/2009 S 1,204 D (3) 107,121 D
Humana Common 23,282 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options(8) $32.7 (10) 02/24/2012 Humana Common 110,000 110,000 D
Options(5) $12.995 11/25/2009 M 20,000 03/13/2005(6) 03/13/2012 Humana Common 20,000 $12.995 0 D
Options(5) $9.26 03/13/2006(7) 03/13/2013 Humana Common 13,686 13,686 D
Options(8) $21.275 11/25/2009 M 80,300 (9) 02/24/2014 Humana Common 80,300 $21.275 0 D
Options(8) $53.96 (11) 02/23/2013 Humana Common 84,720 84,720 D
Options(8) $62.1 (12) 02/22/2014 Humana Common 67,042 67,042 D
Options(8) $69.475 (13) 02/21/2015 Humana Common 70,673 70,673 D
Options(8) $41.83 (14) 02/19/2016 Humana Common 99,979 99,979 D
Phantom Stock Units (15) (15) (15) Humana Common 25,183 25,183 I See Footnote(15)
Explanation of Responses:
1. Shares held by reporting person's spouse.
2. Reporting person sold a total of 68,000 shares at the following prices: 1,400 @ $41.90; 4,588 @ $41.91; 3,667 @ $41.92; 2,745 @ $41.93; 2,200 @ $41.94; 1,700 @ $41.96; 2,000 @ $41.97; 100 @ $41.98; 3,300 @ $41.98; 3,600 @ $41.99; 1,202 @ $42.00; 1,898 @ $42.01; 1,400 @ $42.02; 100 @ $42.03; 3,800 @ $42.03; 1,500 @ $42.04; 454 @ $42.05; 2,346 @ $42.06; 200 @ $42.07; 11,900 @ $42.07; 100 @ $42.08; 4,300 @ $42.08; 200 @ $42.09; 3,235 @ $42.09; 5,737 @ $42.10; 2,528 @ $42.11; 1,300 @ $42.12; 300 @ $42.13; 200 @ $42.14.
3. Reporting person sold a total of 1,204 shares at the following prices: 300 @ $41.91; 800 @ $41.92; 100 @ $41.97; 4 @ $41.90.
4. Stock units held for the benefit of reporting person as of October 31, 2009 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).
5. Right to buy pursuant to Company's 1996 Stock Incentive Plan for Employees.
6. Incentive Stock Options were granted to reporting person on 3/13/02 vesting in thirds from 3/13/03 to 3/13/05.
7. Incentive and Non-Qualified Stock Options were granted to reporting person on 3/13/03 vesting in three increments each from 3/13/04 to 3/13/06.
8. Right to buy pursuant to Company's 2003 Stock Incentive Plan.
9. Incentive and Non-Qualified Stock Options were granted to reporting person on 2/24/04 vesting in three increments from 2/24/05 to 2/24/07, and ISO's vesting on 02/24/07.
10. 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 on 2/24/08.
11. 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.
12. 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.
13. 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.
14. 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.
15. Phantom Stock Units held for the benefit of reporting person as of October 31, 2009 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).
Remarks:
James E. Murray 11/30/2009
** 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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