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*
MARGULIS HEIDI S
(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)
Senior V.P.-Gov. Relations
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2006
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 12/05/2006 M 9,170 A $15.5938 33,161 D
Humana Common 12/05/2006 F 2,191 D $54.18 30,970 D
Humana Common 12/05/2006 S 6,800 D $0(2) 24,170 D
Humana Common 6,710 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options(3) $15.5938 12/05/2006 M 9,170 01/09/2000 01/09/2007 Humana Common 9,170 $15.5938 0 D
Options(3) $15.5938 01/15/2001 01/15/2008 Humana Common 8,700 8,700 D
Options(3) $15.5938 09/17/1999 09/17/2008 Humana Common 6,090 6,090 D
Options(3) $19.25 01/15/2002 01/15/2009 Humana Common 10,000 10,000 D
Options(3) $9.5938 09/09/2002 09/09/2009 Humana Common 15,000 15,000 D
Options(5) $32.7 (7) 02/24/2012 Humana Common 13,400 13,400 D
Options(3) $9.26 (4) 03/13/2013 Humana Common 10,000 10,000 D
Options(5) $21.275 (6) 02/24/2014 Humana Common 15,000 15,000 D
Options(5) $53.96 (8) 02/23/2013 Humana Common 5,713 5,713 D
Phantom Stock Units (9) (9) (9) Humana Common 346 346 I See Footnote(9)
Explanation of Responses:
1. Shares held for reporting person's benefit as of November 30, 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).
2. Reporting person sold shares at prices between $54.32 and $54.36.
3. Right to buy pursuant to Humana Inc.'s 1996 Stock Incentive Plan for Employees.
4. Stock Options granted to reporting person on 3/13/03 vesting in thirds from 3/13/04 to 3/13/06.
5. Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan.
6. Non-Qualified and Incentive Stock Options granted to reporting person on 2/24/04, vesting in three increments from 2/24/05 to 2/24/07.
7. 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.
8. 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.
9. Phantom Stock Units held for the benefit of reporting person as of November 30, 2006, 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).
Remarks:
Heidi S. Margulis 12/06/2006
** 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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