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*
Madabhushi Venkata R

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Chief Innov & Mrkting Of
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2010
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 06/02/2010 M 33,333 A $29.53 53,333 D
Humana Common 06/02/2010 S 3,900 D $47 49,433 D
Humana Common 06/02/2010 S 4,500 D $47.0022 44,933 D
Humana Common 06/02/2010 S 3,200 D $47.0023 41,733 D
Humana Common 06/02/2010 S 1,700 D $47.0028 40,033 D
Humana Common 06/02/2010 S 300 D $47.005 39,733 D
Humana Common 06/02/2010 S 3,070 D $47.01 36,663 D
Humana Common 06/02/2010 S 3,090 D $47.0132 33,573 D
Humana Common 06/02/2010 S 200 D $47.015 33,373 D
Humana Common 06/02/2010 S 200 D $47.0175 33,173 D
Humana Common 06/02/2010 S 600 D $47.0183 32,573 D
Humana Common 06/02/2010 S 5,039 D $47.0191 27,534 D
Humana Common 06/02/2010 S 700 D $47.02 26,834 D
Humana Common 06/02/2010 S 500 D $47.025 26,334 D
Humana Common 06/02/2010 S 2,200 D $47.0259 24,134 D
Humana Common 06/02/2010 S 1,600 D $47.0266 22,534 D
Humana Common 06/02/2010 S 1,534 D $47.0298 21,000 D
Humana Common 06/02/2010 S 600 D $47.03 20,400 D
Humana Common 06/02/2010 S 200 D $47.0325 20,200 D
Humana Common 06/02/2010 S 200 D $47.04 20,000 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(1) $29.53 06/02/2010 M 33,333 (2) 04/28/2016 Humana Common 33,333 $29.53 66,667 D
Options(1) $46.4 (3) 02/18/2017 Humana Common 46,739 46,739 D
Explanation of Responses:
1. Right to buy pursuant to the Company's 2003 Stock Incentive Plan.
2. 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 4/28/10 to 4/28/12.
3. 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.
Remarks:
Venkata R. Madabhushi 06/03/2010
** 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).
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.