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
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST
3. Date of Earliest Transaction (MM/DD/YYYY)
10/23/2020
(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  10/23/2020    S    75000  D $329.346 (1) 879811.622 (2) D   
Common Stock  10/23/2020    S    23579  D $329.864 (3) 856232.622  D   
Common Stock                 323.9057  I  by 401(k) 
Common Stock  10/19/2020    G   V 172256  D $0.00  0 (4) I  by GRAT2 
Common Stock                 505500  I  by GRAT5 
Common Stock                 325150 (5) I  by GRAT6 
Common Stock                 400000  I  by GRAT7 

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 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 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

Explanation of Responses:
(1)  This transaction was executed in multiple trades ranging from approximately $328.885 to $330.99 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
(2)  Includes 36,700 shares transferred from GRAT #2 and 178,500 shares transferred from GRAT #6 on October 19, 2020 to satisfy annuity payments. These transactions were exempt from Section 16 pursuant to Rule 16a-13.
(3)  This transaction was executed in multiple trades ranging from $328.90 to $330.84 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
(4)  On October 19, 2020, 36,700 shares held in GRAT #2 were distributed to the reporting person to satisfy an annuity payment and are reported as directly owned as set forth in footnote (2).
(5)  On October 19, 2020, 178,500 shares held in GRAT #6 were distributed to the reporting person to satisfy an annuity payment and are reported as directly owned as set forth in footnote (2).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HEMSLEY STEPHEN J
C/O UNITEDHEALTH GROUP
9900 BREN ROAD EAST
MINNETONKA, MN 55343
X



Signatures
Faraz A. Choudhry, Attorney-in-Fact for: Stephen J. Hemsley 10/27/2020
**Signature of Reporting Person Date
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