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^*

Tuckson Reed Vaughn

(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)
01/20/2011

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 of Medical Affairs

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	93,093⁽¹⁾	D
Common Stock	56	I	by 401(k)

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 Option (Right to Buy)	02/12/2007	02/12/2013	Common Stock	140,000	$24.8638	D
Non-Qualified Stock Option (Right to Buy)	10/28/2007	10/28/2013	Common Stock	17,500	$28.1	D
Non-Qualified Stock Option (Right to Buy)	10/28/2006	10/28/2013	Common Stock	52,500	$30.9788	D
Non-Qualified Stock Option (Right to Buy)	11/04/2006	11/04/2014	Common Stock	110,000	$43.6788	D
Non-Qualified Stock Option (Right to Buy)	11/04/2008	11/04/2014	Common Stock	110,000	$42.865	D
Non-Qualified Stock Option (Right to Buy)	05/02/2006	05/02/2015	Common Stock	17,500	$52.1438	D
Non-Qualified Stock Option (Right to Buy)	05/02/2009	05/02/2015	Common Stock	52,500	$48.57	D
Non-Qualified Stock Option (Right to Buy)	10/31/2009	10/13/2015	Common Stock	45,000	$60.07	D
Stock Appreciation Rights	05/02/2010	05/02/2016	Common Stock	100,000	$48.58	D
Stock Appreciation Rights	⁽²⁾	05/28/2017	Common Stock	150,000	$54.41	D
Stock Appreciation Rights	⁽³⁾	06/05/2018	Common Stock	113,135	$33.94	D
Stock Appreciation Rights	⁽⁴⁾	02/03/2019	Common Stock	113,122	$29.74	D
Stock Appreciation Rights	⁽⁵⁾	02/09/2020	Common Stock	76,024	$33	D

Explanation of Responses:

1. Includes restricted stock unit award that vests 25% annually on June 5 from the years 2009 through 2012; restricted stock unit award that vests 25% annually on February 3 from the years 2010 through 2013; restricted stock unit award that vests 25% annually on February 9 from the years 2011 through 2014; and shares acquired under UnitedHealth Group's Employee Stock Purchase Plan.

2. The stock appreciation rights vest at a rate of 25% annually on May 28 from the years 2008 through 2011.

3. The stock appreciation rights vest at a rate of 25% annually on June 5 from the years 2009 through 2012.

4. The stock appreciation rights vest at a rate of 25% annually on February 3 from the years 2010 through 2013.

5. The stock appreciation rights vest at a rate of 25% annually on February 9 from the years 2011 through 2014.

Remarks:

Exhibit List: Exhibit 24 - Confirming Statement

	Dannette L. Smith, Attorney-in-Fact for Reed V. Tuckson	01/26/2011
	** 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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