Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  REX JOHN F
 2. Date of Event Requiring Statement (Month/Day/Year)
06/07/2016		 3. Issuer Name and Ticker or Trading Symbol
UNITEDHEALTH GROUP INC [UNH]
(Last)
(First)
(Middle)
C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST		 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 Original Filed(Month/Day/Year)
(Street)

MINNETONKA, MN 55343		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
REX JOHN F
C/O UNITEDHEALTH GROUP
9900 BREN ROAD EAST
MINNETONKA, MN 55343		       EVP Chief Financial Officer  

Signatures

Amy L. Schneider, Attorney-in-Fact for John F. Rex 06/09/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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