SEC Form 4 · accession 0001209191-18-060961
UNITEDHEALTH GROUP INC · UNH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen J Hemsley
Officer — Executive Chair of the Board · Director
Period of report
Nov 30, 2018
Accepted (ET)
Dec 4, 2018 · 5:21 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,F2 | Nov 30, 2018 | G | 59,560 | $0.00 | D | 1,966,726 | D | |
| Common StockF3 | Nov 30, 2018 | M | 169,683 | $29.74 | A | 2,136,409 | D | |
| Common Stock | Nov 30, 2018 | F | 87,092 | $282.55 | D | 2,049,317 | D | |
| Common StockF4 | Nov 7, 2018 | G | 292,657 | $0.00 | D | 0 | I | by GRAT 1 |
| Common Stock | holding | — | — | — | 314 | I | by 401(k) | |
| Common StockF5 | holding | — | — | — | 257,575 | I | by GRAT2 | |
| Common StockF6 | holding | — | — | — | 225,763 | I | by GRAT3 | |
| Common Stock | holding | — | — | — | 419,155 | I | by GRAT4 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF7 | $29.74 | Nov 30, 2018 | M | 169,683 | D | — | Feb 23, 2019 | Common Stock | 169,683 | 0 | D |
Explanation of responses
- F1Represents conveyance of shares to charitable foundation.
- F2Reflects 184,525 UNH shares transferred from GRAT #1 set forth in footnote (4), 45,568 UNH shares transferred from GRAT #2, and 61,415 UNH shares transferred from GRAT #3 to the reporting person to satisfy annuity payments on November 7, 2018. These transactions were exempt from Section 16 pursuant to Rule 16a-13.
- F3Reflects exercise of stock appreciation rights. As of the date of this filing, Mr. Hemsley continues to beneficially own all net shares acquired as a result of the exercise.
- F4On November 7, 2018, 184,525 shares held in GRAT #1 were distributed to the reporting person and are reported as directly owned.
- F5Reflects the transfer of 45,568 shares from Grantor Retained Annuity Trust #2 to the reporting person to satisfy an annuity payment on November 7, 2018 and included in footnote (2).
- F6Reflects the transfer of 61,415 shares from Grantor Retained Annuity Trust #3 to the reporting person to satisfy an annuity payment on November 7, 2018 and included in footnote (2).
- F7The stock appreciation rights, which vested at a rate of 25% annually on February 23 from the years 2010 through 2013, were due to expire on February 23, 2019. As of the date of this filing, Mr. Hemsley is the direct beneficial owner of 2,049,317.351 UNH shares.