Sec Form 4 Filing - MURRAY JAMES E @ HUMANA INC - 2014-03-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MURRAY JAMES E
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)
EVP & COO
(Last) (First) (Middle)
HUMANA INC., 500 WEST MAIN STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/26/2014
(Street)
LOUISVILLE, KY40202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 89,892 D
Humana Common 3,983 I See Footnote ( 1 )
Humana Common 1,356 I See Footnote ( 2 )
Humana Common 7,200 I See Footnote ( 15 )
Humana Common 928 I See Footnote ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 4 ) $ 88.6475 ( 6 ) 02/23/2019 Humana Common 16,249 16,249 D
Options ( 4 ) $ 72.84 ( 7 ) 02/20/2020 Humana Common 13,868 13,868 D
Options ( 5 ) $ 102.155 ( 8 ) 02/18/2021 Humana Common 24,584 24,584 D
Restricted Stock Units ( 9 ) ( 11 ) ( 12 ) ( 12 ) Humana Common 9,476 9,476 D
Restricted Stock Units ( 10 ) ( 11 ) ( 13 ) ( 13 ) Humana Common 6,864 6,864 D
Restricted Stock Units ( 10 ) ( 11 ) ( 14 ) ( 14 ) Humana Common 5,384 5,384 D
Phantom Stock Units ( 16 ) 03/26/2014 J 836 ( 16 ) ( 16 ) Humana Common 836 $ 112.93 ( 17 ) 2,522 I See Footnote ( 16 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MURRAY JAMES E
HUMANA INC.
500 WEST MAIN STREET
LOUISVILLE, KY40202
EVP & COO
Signatures
James E. Murray 03/27/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held by reporting person's spouse.
( 2 )Shares held in The Murray Family Partnership.
( 3 )Shares held for the benefit of reporting person as of February 28, 2014 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).
( 4 )Right to buy pursuant to Company's 2003 Stock Incentive Plan.
( 5 )Right to buy pursuant to Company's 2011 Stock Incentive Plan.
( 6 )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 2/23/13 to 2/23/15.
( 7 )Incentive and Non-Qualified stock options granted to reporting person on 02/20/13, vesting in three increments from 02/20/14 to 02/20/16.
( 8 )Incentive and Non-Qualified stock options granted to reporting person on 02/18/14, vesting in three increments from 02/18/15 to 02/18/17.
( 9 )Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.
( 10 )Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan.
( 11 )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).
( 12 )Restricted stock units granted to reporting person on 02/23/12, 100% of the award is vesting on 02/23/1 5.
( 13 )Restricted stock units granted to reporting person on 02/20/13, 100% of the award is vesting on 02/20/16.
( 14 )Restricted stock units granted to reporting person on 02/18/14, 100% of the award is vesting on 02/18/17.
( 15 )Transfer of Shares from Family Partnership to Family Trust - Mr. Murray's spouse is the trustee and his family members are the beneficiaries.
( 16 )Phantom Stock Units held for the benefit of reporting person as of March 26, 2014 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.
( 17 )Transaction reported reflects 836 shares acquired through annual funding for the 2013 Plan year. The amount of shares purchased was determined using the closing price of Humana stock on March 26, 2014.

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