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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HEMSLEY STEPHEN J
2. Issuer Name and Ticker or Trading Symbol

UNITEDHEALTH GROUP INC [ UNH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chair of the Board
(Last)          (First)          (Middle)

C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST
3. Date of Earliest Transaction (MM/DD/YYYY)

12/17/2019
(Street)

MINNETONKA, MN 55343
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock 12/17/2019  A  434.881 (1)A$0.00 1419855.528 (2)D  
Common Stock 12/18/2019  F  500.93 (3)D$292.90 1419354.598 D  
Common Stock 12/19/2019  M  114036 (4)A$33.00 1533390.598 D  
Common Stock 12/19/2019  F  58949 D$294.62 1474441.598 D  
Common Stock 12/19/2019  G  V 30000 D$0.00 1444441.598 D  
Common Stock 12/19/2019  G  V 8000 D$0.00 1436441.598 D  
Common Stock         318.7985 I by 401(k) 
Common Stock         208956 (5)I by GRAT2 
Common Stock 11/8/2019  G  V 159038 D$0.00 0 (6)I by GRAT3 
Common Stock         500000 I by GRAT5 
Common Stock         500000 I by GRAT6 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Rights $33.00 12/19/2019  M     114036   (7)2/9/2020 Common Stock 114036 $0.00 0 D  

Explanation of Responses:
(1) Represents dividend equivalents paid on outstanding deferred stock units and restricted stock units. The dividend equivalents are subject to the same terms as the respective underlying units and are forfeited if such units do not vest.
(2) Reflects 50,719 UNH shares transferred from GRAT #2 as reflected in footnote (5) and 68,575 UNH shares transferred from GRAT #3 as reflected in footnote (6) to the reporting person to satisfy annuity payments on October 21, 2019. These transactions were exempt from Section 16 pursuant to Rule 16a-13.
(3) Represents the cancellation of shares for the payment of a FICA tax liability.
(4) Reflects exercise of stock appreciation rights. As of the date of this filing, Mr. Hemsley continues to beneficially own all net shares acquired as a result of this exercise.
(5) On October 21, 2019, 50,719 shares held in GRAT #2 were distributed to the reporting person and are reported as directly owned.
(6) On October 21, 2019, 68,575 shares held in GRAT #3 were distributed to the reporting person and are reported as directly owned.
(7) The stock appreciation rights vested at a rate of 25% annually on February 9 from the years 2011 through 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
HEMSLEY STEPHEN J
C/O UNITEDHEALTH GROUP
9900 BREN ROAD EAST
MINNETONKA, MN 55343
X
Executive Chair of the Board

Signatures
Faraz A. Choudhry, Attorney-in-Fact for Stephen J. Hemsley12/19/2019
**Signature of Reporting PersonDate

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