SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
HEMSLEY STEPHEN J
(Last) (First) (Middle)
C/O UNITEDHEALTH GROUP INCORPORATED
9900 BREN ROAD EAST
(Street)
MINNETONKA MN 55343
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UNITEDHEALTH GROUP INC [ UNH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/14/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/14/2024 M 118,270 A $111.16 810,847.942 D
Common Stock 06/14/2024 F 68,042 D $496.83 742,805.942 D
Common Stock 06/14/2024 M 96,706 A $160.31 839,511.942 D
Common Stock 06/14/2024 F 61,078 D $496.69 778,433.942 D
Common Stock 06/14/2024 M 53,042 A $226.64 831,475.942 D
Common Stock 06/14/2024 F 37,350 D $496.86 794,125.942 D
Common Stock 06/14/2024 M 64,130 A $262.98 858,255.942 D
Common Stock 06/14/2024 F 47,716 D $496.66 810,539.942(1) D
Common Stock 338.5897 I By 401(k)
Common Stock 97,176 I By GRAT10
Common Stock 50,040 I By GRAT11
Common Stock 60,070 I By GRAT12
Common Stock 100,000 I By GRAT13
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Options (right to buy) $111.16 06/14/2024 M 118,270 (2) 11/07/2024 Common Stock 118,270 $0 0 D
Non-Qualified Stock Options (right to buy) $160.31 06/14/2024 M 96,706 (3) 11/07/2024 Common Stock 96,706 $0 0 D
Non-Qualified Stock Options (right to buy) $226.64 06/14/2024 M 53,042 (4) 11/07/2024 Common Stock 53,042 $0 0 D
Non-Qualified Stock Options (right to buy) $262.98 06/14/2024 M 64,130 (5) 11/07/2024 Common Stock 64,130 $0 0 D
Explanation of Responses:
1. As of the date of this filing, Mr. Hemsley continues to beneficially own all net shares issued to him as a result of this exercise and no net shares were sold. Reflects exercise of stock options.
2. The non-qualified stock options vested at a rate of 25% annually on February 9 from 2017 through 2020.
3. The non-qualified stock options vested a rate of 25% annually on February 8 from 2018 through 2021.
4. The non-qualified stock options vested at a rate of 25% annually on February 13 from the years 2019 through 2022.
5. The non-qualified stock options vested at a rate of 25% annually on February 26 from the years 2020 through 2023.
Remarks:
Faraz A. Choudhry, Attorney-in-Fact for Stephen J. Hemsley 06/14/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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