McCulley Steven E 4

4 · HUMANA INC · Filed Feb 20, 2013

Insider Transaction Report

Form 4

Period: 2013-02-18

HUMANA INCHUM

McCulley Steven E

Vice President & Controller

Transactions

Exercise/Conversion
Restricted Stock Units
2013-02-18$0.17/sh−3,879$647→ 0 total
→ Humana Common (0 underlying)
Exercise/Conversion
Humana Common
2013-02-18$0.17/sh+3,879$647→ 15,611 total
Tax Payment
Humana Common
2013-02-18$78.17/sh−1,414$110,539→ 14,197 total

Holdings

Restricted Stock Units
→ Humana Common (8,990 underlying)
8,990
Phantom Stock Units
(indirect: See Footnote)
→ Humana Common (7 underlying)
7
Humana Common
(indirect: See Footnote)
694
Options
Exercise: $45.98Exp: 2015-04-01→ Humana Common (13,994 underlying)
13,994
Options
Exercise: $41.83Exp: 2016-02-19→ Humana Common (3,333 underlying)
3,333
Restricted Stock Units
→ Humana Common (5,076 underlying)
5,076

Footnotes (10)

[F1]Stock units held for the benefit of reporting person as of January 31, 2013 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).
[F10]Phantom Stock Units held for the benefit of reporting person as of January 31, 2013 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan.
[F2]Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan.
[F3]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.
[F4]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.
[F5]Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.
[F6]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).
[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]Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.

Documents

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