SEC FORM 4

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^*

BENKOWITZ MICHAEL

(Last)

(First)

(Middle)

C/O UNITED THERAPEUTICS CORPORATION

1040 SPRING STREET

(Street)

SILVER SPRING

20910

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED THERAPEUTICS Corp [ UTHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/02/2021		M⁽¹⁾		4,000	A	$53.83	6,235	D
Common Stock	11/02/2021		D⁽¹⁾		4,000	D	$192.2	2,235	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Tracking Award	$53.83	11/02/2021		M⁽¹⁾			4,000	01/02/2018	01/02/2023	Common Stock	4,000	$0	20,000	D
Stock Options	$146.03							03/15/2018	03/15/2027	Common Stock	63,000		63,000	I	Trust⁽²⁾
Stock Options	$146.03							03/15/2020	03/15/2027	Common Stock	26,250		26,250	I	Trust⁽²⁾
Stock Options	$146.03							03/15/2018	03/15/2027	Common Stock	42,940		42,940	I	Trust⁽²⁾
Stock Options	$146.03							03/15/2020	03/15/2027	Common Stock	69,750		69,750	I	Trust⁽²⁾
Stock Options	$111							03/15/2019	03/15/2028	Common Stock	64,148		64,148	I	Trust⁽³⁾
Stock Options	$111							03/15/2021	03/15/2028	Common Stock	85,531		85,531	I	Trust⁽⁴⁾
Stock Options	$135.42							03/15/2023	03/15/2027	Common Stock	187,500		187,500	I	Trust⁽⁴⁾
Stock Options	$117.76							03/15/2021	03/15/2027	Common Stock	187,500		187,500	I	Trust⁽⁴⁾
Stock Options	$120.26							03/15/2017	03/15/2026	Common Stock	39,200		39,200	I	Trust⁽⁴⁾
Stock Options	$102.11							06/26/2017	06/26/2026	Common Stock	52,500		52,500	I	Trust⁽⁴⁾

Explanation of Responses:

1. This exercise of share tracking awards was pursuant to a Rule 10b5-1 trading plan entered into by the reporting person. Share tracking awards are non-dilutive cash-settled stock appreciation rights, which may only be settled in cash and may not be converted into shares of common stock.

2. This stock option was transferred to a trust beneficially owned by the reporting person on October 23, 2021.

3. On October 23, 2021 and November 2, 2021, 57,000 and 7,148 shares of this stock option grant, respectively, were transferred to trusts beneficially owned by the reporting person.

4. This stock option was transferred to a trust beneficially owned by the reporting person on November 2, 2021.

	/s/ John S. Hess, Jr. under Power of Attorney	11/03/2021
	** 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 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).
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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