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*
MOYA STEVEN O

(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)
Sr. VP-Chief Marketing Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/13/2006
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 09/13/2006 M 21,667 A $32.7 44,099 D(1)
Humana Common 09/13/2006 M 34,320 A $21.275 78,419 D(1)
Humana Common 09/13/2006 M 16,218 A $9.26 94,637 D(1)
Humana Common 09/13/2006 M 10,000 A $12.995 104,637 D(1)
Humana Common 09/13/2006 M 43,000 A $14.9375 147,637 D(1)
Humana Common 09/13/2006 S 125,205 D $0(2) 22,432 D(1)
Humana Common 09/14/2006 M 5,000 A $12.995 27,432 D(1)
Humana Common 09/14/2006 M 13,782 A $9.26 41,214 D(1)
Humana Common 09/14/2006 F 2,929 D $65.745 38,285 D(1)
Humana Common 1,187 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) $14.9375 09/13/2006 M 43,000 (5) 01/03/2011 Humana Common 43,000 $14.9375 0 D
Options(8) $32.7 09/13/2006 M 21,667 (10) 02/24/2012 Humana Common 21,667 $32.7 43,333 D
Options(4) $12.995 09/13/2006 M 10,000 (6) 03/13/2012 Humana Common 10,000 $12.995 5,000 D
Options(4) $12.995 09/14/2006 M 5,000 (6) 03/13/2012 Humana Common 5,000 $12.995 0 D
Options(4) $9.26 09/13/2006 M 16,218 (7) 03/13/2013 Humana Common 16,218 $9.26 13,782 D
Options(4) $9.26 09/14/2006 M 13,782 (7) 03/13/2013 Humana Common 13,782 $9.26 0 D
Options(8) $21.275 09/13/2006 M 34,320 (9) 02/24/2014 Humana Common 34,320 $21.275 17,680 D
Options(8) $53.96 (11) 02/23/2013 Humana Common 47,655 47,655 D
Explanation of Responses:
1. Shares held in a trust account.
2. Reporting person sold shares at prices between $65.20 and $65.75.
3. Shares held for reporting person's benefit as of August 31, 2006 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).
4. Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees.
5. Stock options granted to reporting person on 1/3/01 to vest as follows: 29,918 non-qualified stock options to vest in thirds on 1/3/02,1/3/03 and1/3/04, respectively, and 20,082 incentive stock options to vest in thirds on 1/3/02,1/3/03 and 1/3/04, respectively.
6. Stock options granted to reporting person on 3/13/02 to vest as follows: 10,000 non-qualified stock options, one-half vesting on 3/13/03 and 3/13/04, respectively, and 5,000 incentive stock options to vest on 3/13/05.
7. Stock options granted to reporting person on 3/13/03 to vest as follows: 16,218 non-qualified stock options to vest in two increments - 10,000 on 3/13/04 and 6,218 on 3/13/05, and 13,782 incentive stock options to vest in two increments, 3,782 on 3/13/05 and 10,000 on 3/13/06.
8. Right to buy pursuant to the Company's 2003 Stock Incentive Plan.
9. Incentive and Non-Qualified stock options granted to reporting person on 2/24/04, NQ options vesting in three increments from 2/24/05 to 2/24/07, and ISOs vesting in two increments on 2/24/06 and 2/24/07.
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.
Remarks:
Steven O. Moya 09/14/2006
** 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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