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, 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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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*
MCCALLISTER MICHAEL B
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2007
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 12/18/2007 G 326 D $73.615 13,093 I See Footnote ( 1 )
Humana Common 12/18/2007 G 326 D $73.615 14,010 I See Footnote ( 2 )
Humana Common 12/18/2007 G 652 A $0 3,948 I See Footnote ( 3 )
Humana Common 38,059 I See Footnote ( 4 )
Humana Common 12/17/2007 M 100,000 A $7.4688 512,006 D
Humana Common 12/17/2007 M 125,521 A $6.9063 637,527 D
Humana Common 12/17/2007 M 4,700 A $21.275 642,227 D
Humana Common 12/17/2007 F 21,192 D $76.145 621,035 D
Humana Common 12/17/2007 F 1,345 D $74.29 619,690 D
Humana Common 12/17/2007 F 89,874 D $74.29 529,816 D
Humana Common 12/17/2007 G 101 D $74.29 529,715 D
Humana Common 12/18/2007 G 817 D $73.615 528,898 D
Humana Common 12/17/2007 S 20,400 D $73.5 508,498 D
Humana Common 12/17/2007 S 300 D $73.5001 508,198 D
Humana Common 12/17/2007 S 100 D $73.501 508,098 D
Humana Common 12/17/2007 S 100 D $73.502 507,998 D
Humana Common 12/17/2007 S 5,850 D $73.51 502,148 D
Humana Common 12/17/2007 S 100 D $73.5115 502,048 D
Humana Common 12/17/2007 S 2,950 D $73.52 499,098 D
Humana Common 12/17/2007 S 1,900 D $73.53 497,198 D
Humana Common 12/17/2007 S 100 D $73.5301 497,098 D
Humana Common 12/17/2007 S 4,400 D $73.54 492,698 D
Humana Common 12/17/2007 S 100 D $73.5401 492,598 D
Humana Common 12/17/2007 S 100 D $73.542 492,498 D
Humana Common 12/17/2007 S 10,800 D $73.55 481,698 D
Humana Common 12/17/2007 S 100 D $73.5501 481,598 D
Humana Common 12/17/2007 S 300 D $73.56 481,298 D
Humana Common 12/17/2007 S 100 D $73.5601 481,198 D
Humana Common 12/17/2007 S 37,300 D $0 ( 5 ) 443,898 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 ( 6 ) $19.25 ( 7 ) 01/15/2009 Humana Common 24,806 24,806 D
Options ( 6 ) $7.4688 12/17/2007 M 100,000 ( 8 ) 11/18/2009 Humana Common 100,000 $7.4688 0 D
Options ( 6 ) $6.9063 12/17/2007 M 125,521 ( 9 ) 02/11/2010 Humana Common 125,521 $6.9063 0 D
Options ( 12 ) $32.7 ( 14 ) 02/24/2012 Humana Common 250,000 250,000 D
Options ( 6 ) $12.995 ( 10 ) 03/13/2012 Humana Common 34,610 34,610 D
Options ( 6 ) $9.26 ( 11 ) 03/13/2013 Humana Common 189,201 189,201 D
Options ( 12 ) $21.275 12/17/2007 M 4,700 ( 13 ) 02/24/2014 Humana Common 4,700 $21.275 195,300 D
Options ( 12 ) $53.96 ( 15 ) 02/23/2013 Humana Common 150,000 150,000 D
Options ( 12 ) $62.1 ( 16 ) 02/22/2014 Humana Common 129,758 129,758 D
Phantom Stock Units ( 17 ) ( 17 ) ( 17 ) Humana Common 1,138 1,138 I See Footnote ( 17 )
Explanation of Responses:
1. Shares held in a trust for the benefit of reporting person's spouse.
2. Shares held in a trust for the benefit of reporting person.
3. Shares held in a trust for the benefit of reporting person's minor children.
4. Shares held for the benefit of reporting person as of November 30, 2007 under the Humana Retirement & Savings Plan, including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, both exempt under Rule 16b-3(c).
5. Reporting person sold an aggregate of 37,300 shares on 12/17/07-12/18/07 as follows: 600 @ $73.58; 100 @ $73.5801; 100 @ $73.5825; 400 @ $73.59; 8,000 @ $73.6; 200 @ $73.6001; 1,100 @ $73.61; 500 @ $73.62; 10,500 @ $73.63; 2,068 @ $73.64; 700 @ $73.65; 100 @ $73.6501; 200 @ $73.66; 200 @ 73.67; 100 @ 73.6705; 100 @ $73.6725; 900 @ $73.68; 300 @ $73.69; 1,132 @ $73.70; 100 @ $73.7001; 1,100 @ $73.71; 100 @ $73.712; 2,900 @ 73.72; 100 @ $73.7335; 600 @ $73.74; 100 @ $73.7401; 100 @ $73.741; 2,200 @ $73.75; 100 @ $73.751; 800 @ $73.76; 200 @$73.79; 400 @ $73.82; 200 @ $73.83; 100 @ $73.84; 900 @ $73.85.
6. Right to buy pursuant to Company's 1996 Stock Incentive Plan for Employees.
7. Incentive and Non-qualified stock options granted to reporting person on 1/15/99 vesting in three increments from 1/15/00 to 1/15/02.
8. Non-qualified stock options granted to reporting person on 11/18/99 vesting in three increments from 11/18/00 to 11/18/02.
9. Incentive and Non-qualified stock options granted to reporting person on 2/11/00, NQ options vesting in three increments from 2/11/01 to 2/11/03, and ISO's vesting on 2/11/03.
10. Incentive and Non-qualified stock options granted to reporting person on 3/13/02, NQ options vesting in three increments from 3/13/03 to 3/13/05, ISO's vesting in two increments on 3/13/04 and 3/13/05.
11. Incentive and Non-qualified stock options granted to reporting person on 3/13/03, NQ options vesting in three increments from 3/13/04 to 3/13/06, and ISO's vesting on 3/13/06.
12. Right to buy pursuant to Company's 2003 Stock Incentive Plan.
13. Incentive and Non-qualified stock options granted to reporting person on 2/24/04, NQ options vesting in three increments from 2/24/05 to 2/24/07, and ISO's vesting on 2/24/07.
14. Incentive and Non-Qualified stock options granted to reporting person on 2/24/05, NQ options vesting in three increments from 2/24/06 to 2/24/08, and ISO's vesting on 2/24/08.
15. Incentive and Non-Qualified stock options granted to reporting person on 2/23/06, NQ options vesting in three increments from 2/23/07 to 2/23/09, and ISO's vesting on 2/23/09.
16. Incentive and Non-Qualified stock options granted to reporting person on 2/22/07, NQ options vesting in three increments from 2/22/08 to 2/22/10, and ISO's vesting on 2/22/10.
17. Phantom Stock Units held for the benefit of reporting person as of November 30, 2007, based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan exempt under Rule 16b-3(c and d).
Remarks:
Michael B. McCallister 12/18/2007
** Signature of Reporting Person Date
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