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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or
executing a sale directly with a market maker.
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OMB APPROVAL
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OMB Number: 3235-0101
Expires: December 31, 2009
Estimated average burden
hours per response. . . . . . . . . 2.00
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SEC USE ONLY
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DOCUMENT SEQUENCE NO.
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CUSIP NUMBER
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WORK LOCATION
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1 (a) NAME OF ISSUER (Please type or print)
Humana Inc.
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(b) IRS IDENT. NO.
61-0647538
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(c) S.E.C. FILE NO.
1-5975
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1 (d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE
500 West Main Street Louisville KY 40202
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(e) TELEPHONE
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AREA CODE
502
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NUMBER
580-1000
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2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES
ARE TO BE SOLD
Michael B. McCallister
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(b) IRS IDENT. NO.
N/A
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(c) RELATIONSHIP TO ISSUER
Chairman of the Board & CEO
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(d) ADDRESS STREET CITY STATE ZIP CODE
500 W. Main Street Louisville KY 40202
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INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. identification Number and the S.E.C. File Number
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3 (a)
Title of the Class of Securities
To Be Sold
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(b)
Name and Address of Each Broker Through Whom the Securities Are To Be Offered or Each Market Maker who is Acquiring the Securities
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SEC USE ONLY
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(c)
Number of Shares
or Other Units
To Be Sold
(See Instr. 3 (c))
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(d)
Aggregate
Market
Value
(See Instr. 3(d)
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(e)
Number of Shares
or Other Units
Outstanding
(See Instr. 3(e))
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(f)
Approximate Date of Sale
(See Instr. 3(f))
(MO. DAY YR.)
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(g)
Name of Each
Securities
Exchange
(See instr. 3 g))
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Broker-Dealer
File Number
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Common
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Goldman Sachs & Co.
3414 Peachtree Rd. Ste 600
Atlanta, GA 30326
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200,000
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$12,827,000
(Based on FMV on
3/11/11 @ $64.135)
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168,664,293
as of 2/28/11
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March 15, 2011
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NYSE
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INSTRUCTIONS:
1. (a) Name of Issuer
(b) Issuer's I.R.S. Identification Number
(c) Issuer's S.E.C. file number, if any
(d) Issuer's address, including zip code
(e) Issuer's telephone number, including area code
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3. (a) Title of the class of securities to be sold
(b) Name and Address of each broker through whom the securities are intended to be sold
(c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown
by the most recent report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are intended to be sold
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2. (a) Name of person for whose account the securities are to be sold
(b) Such person's I.R.S. identification number, if such person is an entity
(c) Such person's relationship to the issuer (e.g., officer, director, 10%
stockholder, or member of immediate family of any of the foregoing)
(d) Such person's address, including zip code
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Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
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SEC 1147 (01-07)
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TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor.
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Title of
the Class
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Date you
Acquired
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Nature of Acquisition Transaction
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Name of the Person from Whom Acquired
(if gift, also give date donor acquired
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Amount of
Securities Acquired
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Date of
Payment
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Nature of Payment
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Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
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8/7/00
1/11/05
5/22/06
5/22/06
9/14/06
11/17/06
11/16/07
12/17/07
8/22/08
11/30/09
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Restricted Stock Award
Stock Option Exercise
Stock Option Exercise
Stock Option Exercise
Stock Option Exercise
Stock Option Exercise
Stock Option Exercise
Stock Option Exercise
Stock Option Exercise
Stock Option Exercise
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Issuer
Issuer
Issuer
Issuer
Issuer
Issuer
Issuer
Issuer
Issuer
Issuer
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32,822
9,025
35,169
13,677
20,865
12,173
4,556
27,705
18,295
25,713
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8/7/00
1/11/05
5/22/06
5/22/06
9/14/06
11/17/06
11/16/07
12/17/07
8/22/08
11/30/09
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Cash
Stock
Stock
Stock
Stock
Stock
Stock
Stock
Stock
Stock
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INSTRUCTIONS:
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If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
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_____________________________________________________________________________________________________________________________________________________________________________
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TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS (1)
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
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Name and Address of Seller
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Title of Securities Sold
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Date of Sale
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Amount of
Securities Sold
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Gross Proceeds
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N/A
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REMARKS:
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INSTRUCTIONS:
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ATTENTION:
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See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
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The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice
that he does not know any material adverse information in regard to the current and prospective operations of the issuer of
the securities to be sold which has not been publicly disclosed.
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March 15, 2011
DATE OF NOTICE
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/s/ Michael B. McCallister
(SIGNATURE)
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ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
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SEC 1147 (01/07)
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