SEC FORM 4

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^*

RYAN ROBERT L

(Last)

(First)

(Middle)

C/O UNITEDHEALTH GROUP INCORPORATED

9900 BREN ROAD EAST

(Street)

MINNETONKA

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/14/2006		J	V	16,000⁽¹⁾	D	$0	8,000	D
Common Stock	05/01/2007		M		2,120	A	$18.89	10,120	D
Common Stock	05/01/2007		M		10,000	A	$18.9725	20,120	D
Common Stock	05/01/2007		M		10,000	A	$23.0875	30,120	D
Common Stock	05/01/2007		M		1,640	A	$22.0975	31,760	D
Common Stock	05/01/2007		M		1,920	A	$21.075	33,680	D
Common Stock	05/01/2007		M		10,000	A	$22.1175	43,680	D
Common Stock	05/01/2007		M		1,720	A	$23.67	45,400	D
Common Stock	05/01/2007		M		10,000	A	$21.4275	55,400	D
Common Stock	05/01/2007		M		10,000	A	$22.82	65,400	D
Common Stock	05/01/2007		M		10,000	A	$25.155	75,400	D
Common Stock	05/01/2007		M		10,000	A	$25.88	85,400	D
Common Stock	05/01/2007		M		10,000	A	$29.52	95,400	D
Common Stock	05/01/2007		S		4,000	D	$52.5	91,400	D
Common Stock	05/01/2007		S		3,000	D	$52.52	88,400	D
Common Stock	05/01/2007		S		6,300	D	$52.53	82,100	D
Common Stock	05/01/2007		S		4,600	D	$52.54	77,500	D
Common Stock	05/01/2007		S		32,600	D	$52.55	44,900	D
Common Stock	05/01/2007		S		6,200	D	$52.56	38,700	D
Common Stock	05/01/2007		S		9,200	D	$52.57	29,500	D
Common Stock	05/01/2007		S		8,800	D	$52.6	20,700	D
Common Stock	05/01/2007		S		9,900	D	$52.61	10,800	D
Common Stock	05/01/2007		S		1,914	D	$52.62	8,886	D
Common Stock	05/01/2007		S		400	D	$52.65	8,486	D
Common Stock	05/01/2007		S		100	D	$52.66	8,386	D
Common Stock	05/01/2007		S		386	D	$52.67	8,000	D
Common Stock	03/14/2006		J	V	16,000⁽¹⁾	A	$0	16,000	I	by GRAT

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$18.89	05/01/2007		M			2,120	08/12/2002	02/12/2012	Common Stock	2,120	$0	0	D
Non-Qualified Stock Option (right to buy)	$18.9725	05/01/2007		M			10,000	10/01/2002	04/01/2012	Common Stock	10,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$21.075	05/01/2007		M			1,920	08/06/2002	08/06/2012	Common Stock	1,920	$0	0	D
Non-Qualified Stock Option (right to buy)	$21.4275	05/01/2007		M			10,000	01/02/2003	01/02/2013	Common Stock	10,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$22.0975	05/01/2007		M			1,640	05/15/2002	05/15/2012	Common Stock	1,640	$0	0	D
Non-Qualified Stock Option (right to buy)	$22.1175	05/01/2007		M			10,000	10/01/2002	10/01/2012	Common Stock	10,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$22.82	05/01/2007		M			10,000	04/01/2003	04/01/2013	Common Stock	10,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$23.0875	05/01/2007		M			10,000	07/01/2002	07/01/2012	Common Stock	10,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$23.67	05/01/2007		M			1,720	10/29/2002	10/29/2012	Common Stock	1,720	$0	0	D
Non-Qualified Stock Option (right to buy)	$25.155	05/01/2007		M			10,000	07/01/2003	07/01/2013	Common Stock	10,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$25.88	05/01/2007		M			10,000	10/01/2003	10/01/2013	Common Stock	10,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$29.52	05/01/2007		M			10,000	01/02/2004	01/02/2014	Common Stock	10,000	$0	0	D

Explanation of Responses:

1. The reporting person contributed 16,000 shares to a grantor retained annuity trust on March 14, 2006 and, as a result, changing his beneficial ownership with respect to the 16,000 shares from direct beneficial ownership to indirect beneficial ownership.

	By: Dannette L. Smith For: Robert L. Ryan	05/02/2007
	** 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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