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*
HEMSLEY STEPHEN J

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2021
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)
Code V Amount (A) or (D) Price
Common Stock 06/29/2021 A 41.061(1) A $0.00 1,001,219.91(2) D
Common Stock 326.4853 I by 401(k)
Common Stock 05/13/2021 G V 157,488 D $0.00 0(3) I by GRAT5
Common Stock 327,150(4) I by GRAT6
Common Stock 243,000 I by GRAT7
Common Stock 250,000(5) I by GRAT8
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
Explanation of Responses:
1. Represents dividend equivalents paid on outstanding deferred stock units and restricted stock units. The dividend equivalents are subject to the same terms as the respective underlying units and are forfeited if such units do not vest.
2. Includes 143,000 UNH shares transferred from the Grantor Retained Annuity Trust #5 to the reporting person to satisfy an annuity payment on May 7, 2021. Also reflects the transfer of 2,000 UNH shares from the reporting person to GRAT #6 on June 7, 2021, and 250,000 UNH shares from the reporting person to GRAT #8 on June 16, 2021. These transfers were exempt from Section 16 pursuant to Rule 16a-13.
3. On May 7, 2021, 143,000 UNH shares held in GRAT #5 were distributed to the reporting person to satisfy an annuity payment and are reported as directly owned as set forth in footnote (2).
4. Reflects the transfer of 2,000 UNH shares from the reporting person to GRAT #6 on June 7, 2021. This transfer was exempt from Section 16 pursuant to Rule 16a-13.
5. Reflects the transfer of 250,000 UNH shares from the reporting person to GRAT #8 on June 16, 2021. This transfer was exempt from Section 16 pursuant to Rule 16a-13.
Remarks:
Faraz A. Choudhry, Attorney-in-Fact for Stephen J. Hemsley 07/01/2021
** 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.
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.