SEC Form 4 · accession 0001209191-15-012864

UNITEDHEALTH GROUP INC · UNH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Sr VP & Chief Acctg Officer

Period of report

Feb 10, 2015

Accepted (ET)

Feb 12, 2015 · 5:18 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000731766

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Feb 10, 2015	A	2,295	$108.97	A	19,961	D
Common Stock^F2	Feb 10, 2015	A	14,031	$0.00	A	33,992	D
Common Stock^F3,F4	Feb 10, 2015	F	6,070	$108.97	D	27,922	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-Qualified Stock Options (right to buy)^F5	$108.97	Feb 10, 2015	A	11,089	A	—	Feb 10, 2025	Common Stock	11,089	11,089	D

F1The restricted stock units will vest at a rate of 25% annually on February 10 from the years 2016 through 2019.
F2Represents the settlement of Performance Share Awards for the performance period 2012-2014.
F3Represents the withholding of shares to satisfy tax obligations upon the settlement of Performance Share Awards for the performance period 2012-2014.
F4Amount does not include Performance Share Awards granted to the executive officer on February 10, 2015, 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 3-year performance period 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 number of Performance Shares is 4,589.
F5The stock options vest at a rate of 25% annually on February 10 from the years 2016 through 2019.