SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

REX JOHN F

(Last)

(First)

(Middle)

C/O UNITEDHEALTH GROUP

9900 BREN ROAD EAST

(Street)

MINNETONKA

55343

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/07/2016

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	65,383.016⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Options (right to buy)	⁽²⁾	06/05/2022	Common Stock	80,000	$56.04	D
Non-Qualified Stock Options (right to buy)	⁽³⁾	02/06/2023	Common Stock	52,972	$57.38	D
Non-Qualified Stock Options (right to buy)	⁽⁴⁾	02/12/2024	Common Stock	44,757	$70.24	D
Non-Qualified Stock Options (right to buy)	⁽⁵⁾	02/10/2025	Common Stock	25,504	$108.97	D
Non-Qualified Stock Options (right to buy)	⁽⁶⁾	02/09/2026	Common Stock	31,623	$111.16	D

Explanation of Responses:

1. Amount does not include Performance Share Awards granted to the executive officer on February 10, 2015 and February 9, 2016, as performance awards not tied to stock price are not derivative securities for purposes of Section 16 under guidance from the staff of the SEC. The number of Performance Share Awards that the executive officer will receive will be determined at the end of the respective 3-year performance period and will be dependent upon the achievement of cumulative 3-year EPS and average return-on-equity performance metrics approved by the Compensation and Human Resources Committee. The target number of Performance Share Awards is 10,554 and 11,246 for 2015 and 2016, respectively.

2. The stock options vest at a rate of 25% annually on June 5 from the years 2013 through 2016.

3. The stock options vest at a rate of 25% annually on February 6 from the years 2014 through 2017.

4. The stock options vest at a rate of 25% annually on February 12 from the years 2015 through 2018.

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

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

Remarks:

	Amy L. Schneider, Attorney-in-Fact for John F. Rex	06/09/2016
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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