UnitedHealth (UNH) Form 4 UNITEDHEALTH / Steven H Nelson ownership change

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
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^*

Nelson Steven H

(Last) (First) (Middle)

C/O UNITEDHEALTH GROUP

9900 BREN ROAD EAST

(Street)

MINNETONKA MN 55343

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITEDHEALTH GROUP INC [ UNH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CEO, UnitedHealthcare

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2018

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
Common Stock	09/07/2018		M		10,071	A	$70.24	28,493.291(1)	D
Common Stock	09/07/2018		M		8,594	A	$108.97	37,087.291	D
Common Stock	09/07/2018		M		10,436	A	$111.16	47,523.291	D
Common Stock	09/07/2018		M		9,148	A	$160.31	56,671.291	D
Common Stock	09/07/2018		S		26,033	D	$270.6488(2)	30,638.291	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
Non-Qualified Stock Option (right to buy)	$70.24	09/07/2018		M		10,071		(3)	02/12/2024	Common Stock	10,071	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$108.97	09/07/2018		M		8,594		(4)	02/10/2025	Common Stock	8,594	$0.00	8,594	D
Non-Qualified Stock Option (right to buy)	$111.16	09/07/2018		M		10,436		(5)	02/09/2026	Common Stock	10,436	$0.00	20,872	D
Non-Qualified Stock Option (right to buy)	$160.31	09/07/2018		M		9,148		(6)	02/08/2027	Common Stock	9,148	$0.00	27,444	D

Explanation of Responses:

1. Includes shares received through UnitedHealth Group Incorporated's Employee Stock Purchase Plan.

2. This transaction was executed in multiple trades ranging from $270.343 to $270.925 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 sales were effected.

3. The non-qualified stock options vested at a rate of 25% annually on February 12 from the years 2015 through 2018.

4. The non-qualified stock options vest at a rate of 25% annually on February 10 from the years 2016 through 2019.

5. The non-qualified stock options vest at a rate of 25% annually on February 9 from the years 2017 through 2020.

6. The non-qualified stock options vest at a rate of 25% annually on February 8 from the years 2018 through 2021.

Remarks:

	Dannette L. Smith, Attorney-in-Fact for Steven H. Nelson	09/10/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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