Edgar Filing: UNITEDHEALTH GROUP INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HEMSLEY STEPHEN J

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
__X__ Officer (give title below)	_____ Other (specify below)
President and COO

(Last)

(First)

(Middle)

C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2006

(Street)

MINNETONKA, MN 55343

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 5.8594

11/07/2006

D⁽¹⁾⁽²⁾⁽³⁾

1,600,000

⁽¹⁾⁽²⁾

06/16/2006

Common Stock

1,600,000

$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾

Non-Qualified Stock Option (right to buy)

$ 15.625

11/07/2006

A⁽¹⁾⁽²⁾⁽³⁾

1,600,000

⁽¹⁾⁽²⁾

06/16/2007

Common Stock

1,600,000

$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾

1,600,000

Non-Qualified Stock Option (right to buy)

$ 6.5313

11/07/2006

D⁽¹⁾⁽²⁾⁽³⁾

480,000

⁽¹⁾⁽²⁾

02/06/2008

Common Stock

480,000

$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾

Non-Qualified Stock Option (right to buy)

$ 15.625

11/07/2006

A⁽¹⁾⁽²⁾⁽³⁾

480,000

⁽¹⁾⁽²⁾

02/06/2008

Common Stock

480,000

$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾

480,000

Non-Qualified Stock Option (right to buy)

$ 5.8516

11/07/2006

D⁽¹⁾⁽²⁾⁽³⁾

800,000

⁽¹⁾⁽²⁾

02/17/2009

Common Stock

800,000

$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾

Non-Qualified Stock Option (right to buy)

$ 15.625

11/07/2006

A⁽¹⁾⁽²⁾⁽³⁾

800,000

⁽¹⁾⁽²⁾

02/17/2009

Common Stock

800,000

$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾

800,000

Non-Qualified Stock Option (right to buy)

$ 5.0157

11/07/2006

D⁽¹⁾⁽²⁾

5,240,000

⁽¹⁾⁽²⁾

10/13/2009

Common Stock

5,240,000

$ 0 ⁽¹⁾ ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 8.7188

11/07/2006

A⁽¹⁾⁽²⁾

5,240,000

⁽¹⁾⁽²⁾

10/13/2009

Common Stock

5,240,000

$ 0 ⁽¹⁾ ⁽²⁾

5,240,000

Non-Qualified Stock Option (right to buy)

$ 5.9532

11/07/2006

D⁽¹⁾⁽²⁾

1,200,000

⁽¹⁾⁽²⁾

03/08/2010

Common Stock

1,200,000

$ 0 ⁽¹⁾ ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 15.625

11/07/2006

A⁽¹⁾⁽²⁾

1,200,000

⁽¹⁾⁽²⁾

03/08/2010

Common Stock

1,200,000

$ 0 ⁽¹⁾ ⁽²⁾

1,200,000

Non-Qualified Stock Option (right to buy)

$ 13.1719

11/07/2006

D⁽¹⁾⁽²⁾

1,200,000

⁽¹⁾⁽²⁾

01/17/2011

Common Stock

1,200,000

$ 0 ⁽¹⁾ ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 18.0475

11/07/2006

A⁽¹⁾⁽²⁾

1,200,000

⁽¹⁾⁽²⁾

01/17/2011

Common Stock

1,200,000

$ 0 ⁽¹⁾ ⁽²⁾

1,200,000

Non-Qualified Stock Option (right to buy)

$ 17.3875

11/07/2006

D⁽¹⁾⁽²⁾

1,200,000

⁽¹⁾⁽²⁾

01/07/2012

Common Stock

1,200,000

$ 0 ⁽¹⁾ ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 25.0925

11/07/2006

A⁽¹⁾⁽²⁾

1,200,000

⁽¹⁾⁽²⁾

01/07/2012

Common Stock

1,200,000

$ 0 ⁽¹⁾ ⁽²⁾

1,200,000

Non-Qualified Stock Option (right to buy)

$ 20.06

11/07/2006

D⁽¹⁾⁽²⁾

900,000

⁽¹⁾⁽²⁾

02/12/2013

Common Stock

900,000

$ 0 ⁽¹⁾ ⁽²⁾

300,000

Non-Qualified Stock Option (right to buy)

$ 30.1383

11/07/2006

A⁽¹⁾⁽²⁾

900,000

⁽¹⁾⁽²⁾

02/12/2013

Common Stock

900,000

$ 0 ⁽¹⁾ ⁽²⁾

900,000

Non-Qualified Stock Option (right to buy)

$ 29.7

11/07/2006

D⁽¹⁾⁽²⁾

600,000

⁽¹⁾⁽²⁾

02/11/2014

Common Stock

600,000

$ 0 ⁽¹⁾ ⁽²⁾

600,000

Non-Qualified Stock Option (right to buy)

$ 39.7783

11/07/2006

A⁽¹⁾⁽²⁾

600,000

⁽¹⁾⁽²⁾

02/11/2014

Common Stock

600,000

$ 0 ⁽¹⁾ ⁽²⁾

600,000

Non-Qualified Stock Option (right to buy)

$ 45.28

11/07/2006

D⁽¹⁾⁽²⁾

150,000

⁽¹⁾⁽²⁾

02/03/2015

Common Stock

150,000

$ 0 ⁽¹⁾ ⁽²⁾

450,000

Non-Qualified Stock Option (right to buy)

$ 55.3583

11/07/2006

A⁽¹⁾⁽²⁾

150,000

⁽¹⁾⁽²⁾

02/03/2015

Common Stock

150,000

$ 0 ⁽¹⁾ ⁽²⁾

150,000

Non-Qualified Stock Option (right to buy)

$ 47.34

11/07/2006

D⁽¹⁾⁽²⁾

62,500

⁽¹⁾⁽²⁾

05/02/2015

Common Stock

62,500

$ 0 ⁽¹⁾ ⁽²⁾

187,500

Non-Qualified Stock Option (right to buy)

$ 57.4183

11/07/2006

A⁽¹⁾⁽²⁾

62,500

⁽¹⁾⁽²⁾

05/02/2015

Common Stock

62,500

$ 0 ⁽¹⁾ ⁽²⁾

62,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HEMSLEY STEPHEN J C/O UNITEDHEALTH GROUP 9900 BREN ROAD EAST MINNETONKA, MN 55343	X		President and COO

Signatures

/s/ Stephen J. Hemsley		11/09/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person has entered into an agreement, dated November 7, 2006 (the "Agreement"), with UnitedHealth Group Incorporated (the "Company") to have the exercise prices of each option with recorded grant dates between 1994 and 2002 (each, a "Subject Option") reset to the highest closing price of the Company's common stock during the recorded grant year for such particular option, except that in the case of certain options with recorded grant years in or prior to 1999, the exercise prices have been increased to the highest closing share price in 2000. In addition, the exercise prices of certain post-2002 vested options held by the reporting person have been increased to account for the value attributable to the differences between such highest closing share prices and the exercise prices of the previously exercised Subject Options. (Continued to footnote 2).
(2)	See the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2006 for additional information.For Section 16 reporting purposes only, the increases in option exercise prices are deemed to be a cancellation of the old options and the grant of replacement options. The other terms of the outstanding options (including the vesting of the options) remain unchanged.For Section 16 reporting purposes only, the increases in option exercise prices are deemed to be a cancellation of the old options and the grant of replacement options. The other terms of the outstanding options (including the vesting of the options) remain unchanged.
(3)	The reporting person has acted to relinquish any personal benefit from option grants that were suspended in 1999 and reinstituted in August 2000.

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