Edgar Filing: McClain Tim S

Ownership Submission

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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â McClain Tim S

2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2012

3. Issuer Name and Ticker or Trading Symbol
HUMANA INC [HUM]

(Last)

(First)

(Middle)

HUMANA INC.,Â 500 WEST MAIN STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Group Pres, Govt & Other Busin

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

LOUISVILLE,Â KYÂ 40202

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 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	82	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options ⁽¹⁾	Â ⁽²⁾	08/27/2016	Humana Common	1,667	$ 36.52	D	Â
Options ⁽¹⁾	Â ⁽³⁾	02/23/2019	Humana Common	3,971	$ 88.6475	D	Â
Restricted Stock Units ⁽⁴⁾	Â ⁽⁷⁾	Â ⁽⁷⁾	Humana Common	1,635	$ 0.1667 ⁽⁶⁾	D	Â
Restricted Stock Units ⁽⁵⁾	Â ⁽⁸⁾	Â ⁽⁸⁾	Humana Common	3,130	$ 0 ⁽⁶⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
McClain Tim S HUMANA INC. 500 WEST MAIN STREET LOUISVILLE,Â KYÂ 40202	Â	Â	Â Group Pres, Govt & Other Busin	Â

Signatures

Tim S McClain		10/24/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Right to buy pursuant to the Humana's 2003 Stock Incentive Plan.
(2)	Non-Qualified stock options granted to reporting person on 8/27/09, 100% vested.
(3)	Non-qualified stock options granted to reporting person on 2/23/12, vesting in three increments from 2/23/13 to 2/23/15.
(4)	Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.
(5)	Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan.
(6)	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).
(7)	Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.
(8)	Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15.

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