SEC Form 4 · accession 0001209191-18-010046
UNITEDHEALTH GROUP INC · UNH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marianne D Short
Officer — EVP & Chief Legal Officer
Period of report
Feb 12, 2018
Accepted (ET)
Feb 14, 2018 · 5:42 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 Stock | Feb 12, 2018 | F | 1,298 | $225.69 | D | 78,934 | D | |
| Common StockF1 | Feb 13, 2018 | A | 16,501 | $0.00 | A | 95,435 | D | |
| Common StockF2 | Feb 13, 2018 | F | 7,525 | $226.64 | D | 87,910 | D | |
| Common StockF3 | Feb 13, 2018 | A | 4,413 | $0.00 | A | 92,323 | D | |
| Common StockF4,F5 | Feb 13, 2018 | A | 8,825 | $0.00 | A | 101,148 | D |
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)F6 | $226.64 | Feb 13, 2018 | A | 23,574 | A | — | Feb 13, 2028 | Common Stock | 23,574 | 23,574 | D |
Explanation of responses
- F1Represents the settlement of Performance Share Awards for the performance period 2015-2017.
- F2Represents the withholding of shares to satisfy tax obligations upon the settlement of Performance Share Awards for the performance period 2015-2017.
- F3The restricted stock units vest at a rate of 25% annually on February 13 from the years 2019 through 2022.
- F4The restricted stock units vest 100% on the second anniversary of the grant date.
- F5Amount does not include Performance Share Awards granted to the executive officer on February 13, 2018, 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 8,825.
- F6The stock options vest at a rate of 25% annually on February 13 from the years 2019 through 2022.