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^*

THOMPSON BRIAN R

(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)
04/07/2021

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)
	CEO, UnitedHealthcare

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	15,347.49⁽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	⁽²⁾	02/08/2027	Common Stock	6,535	$160.31	D
Non-Qualified Stock Options	⁽³⁾	02/13/2028	Common Stock	17,681	$226.64	D
Non-Qualified Stock Options	⁽⁴⁾	02/26/2029	Common Stock	21,377	$262.98	D
Non-Qualified Stock Options	⁽⁵⁾	08/12/2029	Common Stock	13,008	$243.2	D
Non-Qualified Stock Options	⁽⁶⁾	02/13/2030	Common Stock	23,747	$302.2	D
Non-Qualified Stock Options	⁽⁷⁾	02/22/2031	Common Stock	18,745	$327.64	D

Explanation of Responses:

1. Amount does not include Performance Share Awards granted to the executive officer on February 26, 2019 and February 13, 2020, 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 Shares that the executive officer will receive will be determined at the end of the respective 3-year performance periods following each grant 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 numbers of Performance Share Awards are 7,606 and 8,273 for 2019 and 2020, respectively.

2. The stock options vested at a rate of 25% annually on February 8 from the years 2018 through 2021.

3. The stock options vest at a rate of 25% annually on February 13 from the years 2019 through 2022.

4. The stock options vest at a rate of 25% annually on February 26 from the years 2020 through 2023.

5. The stock options vest at a rate of 25% annually on August 12 from the years 2020 through 2023.

6. The stock options vest at a rate of 25% annually on February 13 from the years 2021 through 2024.

7. The stock options vest at a rate of 25% annually on February 22 from the years 2022 through 2025.

Remarks:

	Faraz A. Choudhry, Attorney-in-Fact for Brian R. Thompson	04/16/2021
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.