FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

REX JOHN F

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/7/2016 

3. Issuer Name and Ticker or Trading Symbol

UNITEDHEALTH GROUP INC [UNH]

(Last)        (First)        (Middle)

C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP Chief Financial Officer /

(Street)

MINNETONKA, MN 55343       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   65383.016   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Options (right to buy)     (2) 6/5/2022   Common Stock   80000   $56.04   D    
Non-Qualified Stock Options (right to buy)     (3) 2/6/2023   Common Stock   52972   $57.38   D    
Non-Qualified Stock Options (right to buy)     (4) 2/12/2024   Common Stock   44757   $70.24   D    
Non-Qualified Stock Options (right to buy)     (5) 2/10/2025   Common Stock   25504   $108.97   D    
Non-Qualified Stock Options (right to buy)     (6) 2/9/2026   Common Stock   31623   $111.16   D    

Explanation of Responses:
( 1)  Amount does not include Performance Share Awards granted to the executive officer on February 10, 2015 and February 9, 2016, 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 Share Awards that the executive officer will receive will be determined at the end of the respective 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 Share Awards is 10,554 and 11,246 for 2015 and 2016, respectively.
( 2)  The stock options vest at a rate of 25% annually on June 5 from the years 2013 through 2016.
( 3)  The stock options vest at a rate of 25% annually on February 6 from the years 2014 through 2017.
( 4)  The stock options vest at a rate of 25% annually on February 12 from the years 2015 through 2018.
( 5)  The stock options vest at a rate of 25% annually on February 10 from the years 2016 through 2019.
( 6)  The stock options vest at a rate of 25% annually on February 9 from the years 2017 through 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
REX JOHN F
C/O UNITEDHEALTH GROUP
9900 BREN ROAD EAST
MINNETONKA, MN 55343

EVP Chief Financial Officer

Signatures
Amy L. Schneider, Attorney-in-Fact for John F. Rex 6/9/2016
** 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 5(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 control number.
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