SEC FORM 4

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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).
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