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*
GELLERT MICHAEL E

(Last) (First) (Middle)
WINDCREST PARTNERS
122 EAST 42ND STREET, 34TH FLOOR

(Street)
NEW YORK NY 10168

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2004
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(1) 12/16/2004 M 5,000 A $22.4375 123,837 D
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(2) $22.4375 12/16/2004 M 5,000 01/03/1996 01/03/2005 Humana Common(1) 5,000 $22.4375 0 D
Options(2) $26.9375 01/02/1997 01/02/2006 Humana Common(1) 5,000 5,000 D
Options(2) $18.9375 01/02/1998 01/02/2007 Humana Common(1) 5,000 5,000 D
Options(2) $21.25 01/02/1999 01/02/2008 Humana Common(1) 5,000 5,000 D
Options(2) $18.7813 01/04/2000 01/04/2009 Humana Common(1) 5,000 5,000 D
Options(2) $7.875 01/03/2001 01/03/2010 Humana Common(1) 5,000 5,000 D
Options(2) $14.7813 01/02/2002 01/02/2011 Humana Common(1) 5,000 5,000 D
Options(2) $11.55 01/02/2003 01/02/2012 Humana Common(1) 5,000 5,000 D
Options(3) $10.19 01/02/2004 01/02/2013 Humana Common(1) 5,000 5,000 D
Options(4) $23.05 01/02/2005 01/02/2014 Humana Common(1) 2,500 2,500 D
Explanation of Responses:
1. Each share of Common Stock contains a Right adopted on March 5, 1987, pursuant to the Company Rights Agreement, as amended and restated on February 14, 1996, and amended as of May 27, 1998 and March 1, 1999, which entitles holders of the Company's Common Stock, in the event certain specified events occur, to acquire 1/100 of a share of Series A Participating Preferred Stock at a price of $145 per fractional share.
2. Right to buy pursuant to Humana Inc.'s 1989 Stock Option Plan for Non-Employee Directors.
3. Right to buy pursuant to Humana Inc.'s 1996 Incentive Stock Option Plan.
4. Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan.
Remarks:
Michael E. Gellert 12/16/2004
** 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.
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.