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)

6/29/2021
(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 6/29/2021  A  41.061 (1)A$0.00 1001219.91 (2)D  
Common Stock         326.4853 I by 401(k) 
Common Stock 5/13/2021  G  V 157488 D$0.00 0 (3)I by GRAT5 
Common Stock         327150 (4)I by GRAT6 
Common Stock         243000 I by GRAT7 
Common Stock         250000 (5)I by GRAT8 

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

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) Includes 143,000 UNH shares transferred from the Grantor Retained Annuity Trust #5 to the reporting person to satisfy an annuity payment on May 7, 2021. Also reflects the transfer of 2,000 UNH shares from the reporting person to GRAT #6 on June 7, 2021, and 250,000 UNH shares from the reporting person to GRAT #8 on June 16, 2021. These transfers were exempt from Section 16 pursuant to Rule 16a-13.
(3) On May 7, 2021, 143,000 UNH shares held in GRAT #5 were distributed to the reporting person to satisfy an annuity payment and are reported as directly owned as set forth in footnote (2).
(4) Reflects the transfer of 2,000 UNH shares from the reporting person to GRAT #6 on June 7, 2021. This transfer was exempt from Section 16 pursuant to Rule 16a-13.
(5) Reflects the transfer of 250,000 UNH shares from the reporting person to GRAT #8 on June 16, 2021. This transfer was exempt from Section 16 pursuant to Rule 16a-13.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
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. Hemsley7/1/2021
**Signature of Reporting PersonDate

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