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*
MCCALLISTER MICHAEL B
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2010
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 12,785 I See Footnote(1)
Humana Common 6,966 I See Footnote(2)
Humana Common 03/04/2010 J 26,527 D $46.835 421,107 D
Humana Common 38,800 I See Footnote(3)
Humana Common 33,473 I See Footnote (GRAT #1)(4)
Humana Common 03/04/2010 J 26,527 A $46.835 26,527 I See Footnote (GRAT #2)(5)
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(6) $32.7 (7) 02/24/2012 Humana Common 250,000 250,000 D
Options(6) $53.96 (8) 02/23/2013 Humana Common 150,000 150,000 D
Options(6) $62.1 (9) 02/22/2014 Humana Common 129,758 129,758 D
Options(6) $69.475 (10) 02/21/2015 Humana Common 159,585 159,585 D
Options(6) $41.83 (11) 02/19/2016 Humana Common 225,759 225,759 D
Options(6) $46.4 (12) 02/18/2017 Humana Common 129,830 129,830 D
Phantom Stock Units (13) (13) (13) Humana Common 1,162 1,162 I See Footnote(13)
Explanation of Responses:
1. Shares held in a trust for the benefit of reporting person's spouse.
2. Shares held in a trust for the benefit of reporting person's children.
3. Shares held for the benefit of reporting person as of February 28, 2010 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. Shares held in a GRAT with reporting person's spouse as trustee.
5. Shares held in a GRAT with reporting person's spouse as trustee.
6. Right to buy pursuant to Company's 2003 Stock Incentive Plan.
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. 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.
10. 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.
11. 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.
12. 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 2/18/11 to 2/18/13.
13. Phantom Stock Units held for the benefit of reporting person as of February 28, 2010 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:
Michael B. McCallister 03/05/2010
** 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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