SEC Form 4 · accession 0001209191-16-097705
UNITEDHEALTH GROUP INC · UNH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen J Hemsley
Officer — Chief Exec Officer · Director
Period of report
Feb 9, 2016
Accepted (ET)
Feb 11, 2016 · 8:00 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 9, 2016 | A | 21,029 | $0.00 | A | 3,082,176 | D | |
| Common StockF2 | Feb 9, 2016 | A | 91,496 | $0.00 | A | 3,173,672 | D | |
| Common StockF3 | Feb 9, 2016 | F | 44,102 | $111.16 | D | 3,129,570 | D | |
| Common StockF4 | Feb 10, 2016 | F | 2,045 | $112.74 | D | 3,127,525 | D | |
| Common Stock | holding | — | — | — | 305 | I | by 401(k) |
Table II — derivative securities
| 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 | $111.16 | Feb 9, 2016 | A | 118,270 | A | — | Feb 9, 2026 | Common Stock | 118,270 | 118,270 | D |
Explanation of responses
- F1The restricted stock units will vest at a rate of 25% annually on February 9 from the years 2017 through 2020.
- F2Represents the settlement of Performance Share Awards for the performance period 2013-2015.
- F3Represents the withholding of shares to satisfy tax obligations upon the settlement of Performance Share Awards for the performance period 2013-2015.
- F4Amount does not include Performance Share Awards granted to the executive officer on February 9, 2016, 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 42,057.
- F5The stock options vest at a rate of 25% annually on February 9 from the years 2017 through 2020.