McCulley Steven E 4

4 · HUMANA INC · Filed Feb 22, 2012

Form 4

Period: 2012-02-19

Vice President & Controller

Transactions

Holdings

Options
Exercise: $45.98Exp: 2015-04-01→ Humana Common (13,994 underlying)
13,994
Restricted Stock Units
→ Humana Common (3,879 underlying)
3,879
Humana Common
(indirect: See Footnote)
685
Restricted Stock Units
→ Humana Common (8,990 underlying)
8,990
Phantom Stock Units
(indirect: See Footnote)
→ Humana Common (7 underlying)
7
Options
Exercise: $41.83Exp: 2016-02-19→ Humana Common (3,333 underlying)
3,333

Footnotes (9)

[F1]Stock units held for the benefit of reporting person as of January 31, 2012 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).
[F2]Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan.
[F3]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).
[F4]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.
[F5]Phantom Stock Units held for the benefit of reporting person as of January 31, 2012 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan exempt under Rule 16b-3(c and d).
[F6]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.
[F7]Restricted stock units granted to reporting person on 2/18/10, 100% of the award is vesting on 2/18/13.
[F8]Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.
[F9]Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

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