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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Zipperle Cynthia H (Last) (First) (Middle) HUMANA INC. 500 WEST MAIN ST (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) Vice President, CAO,Controller
	3. Date of Earliest Transaction (Month/Day/Year) 02/23/2015
	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	02/23/2015		M		1,974	A	$0	1,974	D
Humana Common	02/23/2015		F		708	D	$161.03	1,266	D
Humana Common								877	I	See Footnote(9)

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(1)	$44.955							(1)	04/20/2017	Humana Common	4,213		4,213	D
Options(2)	$67.4825							(2)	12/13/2019	Humana Common	1,196		1,196	D
Restricted Stock Units(3)	(3)	02/23/2015		M			1,974	(4)	(4)	Humana Common	1,974	$0	0	D
Restricted Stock Units(3)	(3)							(5)	(5)	Humana Common	445		445	D
Restricted Stock Units(3)	(3)							(6)	(6)	Humana Common	1,656		1,656	D
Restricted Stock Units(3)	(3)							(7)	(7)	Humana Common	1,224		1,224	D
Restricted Stock Units(3)	(3)	02/24/2015		A		1,063		(8)	(8)	Humana Common	1,063	$0	1,063	D
Phantom Stock Units(10)	(10)							(10)	(10)	Humana Common	216		216	I	See Footnote(10)

Explanation of Responses:

1. Right to buy pursuant to Company's 2003 Incentive Stock Plan. Non-Qualified stock options granted to reporting person on 04/20/10, vesting in three increments from 04/20/11 to 04/20/13.

2. Right to buy pursuant to Company's 2003 Incentive Stock Plan. Non-Qualified stock options granted to reporting person on 12/13/12, vesting in three increments from 12/13/13 to 12/13/15.

3. Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan. 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).

4. Restricted stock units granted to reporting person on 02/23/12, 100% of the award is vesting on 02/23/15.

5. Restricted stock units granted to reporting person on 12/13/12, 100% of the award is vesting on 12/13/15.

6. Restricted stock units granted to reporting person on 02/20/13, 100% of the award is vesting on 02/20/16.

7. Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.

8. Restricted stock units granted to reporting person on 02/24/15, 100% of the award is vesting on 02/24/18.

9. Shares held for the benefit of reporting person as of January 31, 2015 under the Humana Retirement Savings Plan including routine payroll deductions, quarterly dividend allocation, and a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, exempt under Rule 16b-3(c).

10. Phantom Stock Units held for the benefit of reporting person as of January 31, 2015 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctuation due to changes in stock price.

Remarks:

	Cynthia H. Zipperle	02/25/2015
	** 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).
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