SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
LeClaire Brian P.

(Last) (First) (Middle)
HUMANA INC.
500 WEST MAIN STREET

(Street)
LOUISVILLE KY 40202

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/17/2011
3. Issuer Name and Ticker or Trading Symbol
HUMANA INC [ HUM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Chief Service & Info Off
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Humana Common 3,269 D
Humana Common 133 I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options(2) (3) 04/01/2015 Humana Common 23,706 $45.975 D
Options(2) (4) 02/19/2016 Humana Common 5,818 $41.83 D
Restricted Stock Units(5) (6) (6) Humana Common 3,772 $0.1667(7) D
Restricted Stock Units(5) (8) (8) Humana Common 6,048 $0.1667(7) D
Restricted Stock Units(5) (9) (9) Humana Common 5,475 $0.1667(7) D
Phantom Stock Units (10) (10) Humana Common 164 (10) I See Footnote(10)
Explanation of Responses:
1. Shares held for the benefit of reporting person as of July 29, 2011 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. Right to buy pursuant to the Humana's 2003 Stock Incentive Plan.
3. Non-Qualified stock options granted to reporting person on 4/1/08, vesting in three increments from 4/1/11 to 4/1/13.
4. Non-qualified stock options granted to reporting person on 2/19/09, vesting in three increments from 2/19/10 to 2/19/12.
5. Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.
6. Restricted stock units granted to reporting person on 2/18/10, 100% of the award is vesting on 2/18/13.
7. 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).
8. Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.
9. Restricted stock units granted to reporting person on 6/29/11, 100% of the award is vesting on 6/29/14.
10. Phantom Stock Units held for the benefit of reporting person as of July 29, 2011 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:
Brian P LeClaire 08/22/2011
** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.