SEC Form 4 · accession 0001209191-19-014627
UNITEDHEALTH GROUP INC · UNH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven H Nelson
Officer — EVP & CEO, UnitedHealthcare
Period of report
Feb 26, 2019
Accepted (ET)
Feb 28, 2019 · 5:36 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 26, 2019 | A | 22,266 | $0.00 | A | 42,068 | D | |
| Common StockF2 | Feb 26, 2019 | F | 10,152 | $262.98 | D | 31,916 | D | |
| Common StockF3,F4 | Feb 26, 2019 | A | 6,417 | $0.00 | A | 38,333 | 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)F5 | $262.98 | Feb 26, 2019 | A | 36,074 | A | — | Feb 26, 2029 | Common Stock | 36,074 | 36,074 | D |
Explanation of responses
- F1Represents the settlement of Performance Share Awards for the performance period 2016-2018.
- F2Represents the withholding of shares to satisfy tax obligations upon the settlement of Performance Share Awards for the performance period 2016-2018.
- F3The restricted stock units vest at a rate of 25% annually on February 26 from the years 2020 through 2023.
- F4Amount does not include Performance Share Awards granted to the executive officer on February 26, 2019, 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 Awards is 12,834.
- F5The stock options vest at a rate of 25% annually on February 26 from the years 2020 through 2023.