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*
BOUDREAUX GAIL

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CEO, UnitedHealthcare
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2013
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 02/25/2013 S 72,895 D $54.4524(1) 169,500.5533 D
Common Stock 02/25/2013 M 28,280 A $29.74 197,780.5533 D
Common Stock 02/25/2013 F 21,630 D $54.47 176,150.5533 D
Common Stock 02/26/2013 S 6,650 D $53.1829(2) 169,500.5533 D
Common Stock 02/25/2013 M 19,006 A $33 188,506.5533 D
Common Stock 02/25/2013 F 15,126 D $54.47 173,380.5533 D
Common Stock 02/26/2013 S 3,880 D $53.1829(2) 169,500.5533 D
Common Stock 02/25/2013 M 19,006 A $33 188,506.5533 D
Common Stock 02/25/2013 F 15,126 D $54.47 173,380.5533 D
Common Stock 02/26/2013 S 2,561 D $53.1829(2) 170,819.5533 D
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 02/25/2013 M 28,280 (3) 02/23/2019 Common Stock 28,280 $0.00 0 D
Stock Appreciation Rights $33 02/25/2013 M 19,006 (4) 02/09/2020 Common Stock 19,006 $0.00 38,012 D
Stock Appreciation Rights $33 02/25/2013 M 19,006 (4) 02/09/2020 Common Stock 19,006 $0.00 19,006 D
Explanation of Responses:
1. This transaction was executed in multiple trades ranging from $54.33 to $54.69 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the sales were effected.
2. This transaction was executed in multiple trades ranging from $52.91 to $53.46 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the sales were effected.
3. The stock appreciation rights vested at a rate of 25% annually on February 3 from the years 2010 through 2013.
4. The stock appreciation rights vest at a rate of 25% annually on February 9 from the years 2011 through 2014.
Remarks:
Dannette L. Smith as attorney-in-fact for Gail Boudreaux 02/27/2013
** 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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