Edgar Filing: Nelson Steven H

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 ^*

Â Nelson Steven H

2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2017

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

(Last)

(First)

(Middle)

C/O UNITEDHEALTH GROUP,Â 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 & CEO, UnitedHealthcare

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MINNETONKA,Â MNÂ 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	19,489.816 ⁽¹⁾ ⁽²⁾	D	Â

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)
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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Options (right to buy	Â ⁽³⁾	02/12/2024	Common Stock	10,071	$ 70.24	D	Â
Non-Qualified Stock Options (right to buy	Â ⁽⁴⁾	02/10/2025	Common Stock	17,188	$ 108.97	D	Â
Non-Qualified Stock Options (right to buy	Â ⁽⁵⁾	02/09/2026	Common Stock	31,308	$ 111.16	D	Â
Non-Qualified Stock Options (right to buy	Â ⁽⁶⁾	02/08/2027	Common Stock	36,592	$ 160.31	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Nelson Steven H C/O UNITEDHEALTH GROUP 9900 BREN ROAD EAST MINNETONKA,Â MNÂ 55343	Â	Â	Â EVP & CEO, UnitedHealthcare	Â

Signatures

Faraz A. Choudhry, Attorney-in-Fact for Steven H. Nelson		08/25/2017
^**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, February 9, 2016 and February 8, 2017, 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 14,225, 14,844 and 13,100 for 2015, 2016 and 2017, respectively.
(2)	Includes shares received through UnitedHealth Group Incorporated's Employee Stock Purchase Plan.
(3)	The stock options vest at a rate of 25% annually on February 12 from the years 2015 through 2018.
(4)	The stock options vest at a rate of 25% annually on February 10 from the years 2016 through 2019.
(5)	The stock options vest at a rate of 25% annually on February 9 from the years 2017 through 2020.
(6)	The stock options vest at a rate of 25% annually on February 8 from the years 2018 through 2021.
Â Remarks: ExhibitÂ List:Â ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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