UnitedHealth (UNH) Form 4 UNITEDHEALTH / STEPHEN J HEMSLEY 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^*

HEMSLEY STEPHEN J

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chair of the Board

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2018

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	11/30/2018		G	V	59,560(1)	D	$0.00	1,966,726.351(2)	D
Common Stock	11/30/2018		M		169,683(3)	A	$29.74	2,136,409.351	D
Common Stock	11/30/2018		F		87,092	D	$282.55	2,049,317.351	D
Common Stock								313.5908	I	by 401(k)
Common Stock	11/07/2018		G	V	292,657	D	$0.00	0	I	by GRAT 1(4)
Common Stock								257,575(5)	I	by GRAT2
Common Stock								225,763(6)	I	by GRAT3
Common Stock								419,155	I	by GRAT4

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
Stock Appreciation Rights	$29.74	11/30/2018		M			169,683	(7)	02/23/2019	Common Stock	169,683	$0.00	0	D

Explanation of Responses:

1. Represents conveyance of shares to charitable foundation.

2. Reflects 184,525 UNH shares transferred from GRAT #1 set forth in footnote (4), 45,568 UNH shares transferred from GRAT #2, and 61,415 UNH shares transferred from GRAT #3 to the reporting person to satisfy annuity payments on November 7, 2018. These transactions were exempt from Section 16 pursuant to Rule 16a-13.

3. 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 the exercise.

4. On November 7, 2018, 184,525 shares held in GRAT #1 were distributed to the reporting person and are reported as directly owned.

5. Reflects the transfer of 45,568 shares from Grantor Retained Annuity Trust #2 to the reporting person to satisfy an annuity payment on November 7, 2018 and included in footnote (2).

6. Reflects the transfer of 61,415 shares from Grantor Retained Annuity Trust #3 to the reporting person to satisfy an annuity payment on November 7, 2018 and included in footnote (2).

7. The stock appreciation rights, which vested at a rate of 25% annually on February 23 from the years 2010 through 2013, were due to expire on February 23, 2019. As of the date of this filing, Mr. Hemsley is the direct beneficial owner of 2,049,317.351 UNH shares.

Remarks:

	Faraz A. Choudhry, Attorney-in-Fact for: Stephen J. Hemsley	12/04/2018
	** 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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