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 *

McMahon Dirk C

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/28/2019 

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)
President & CEO, UHC /

(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   46965.226   (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     (2) 2/10/2025   Common Stock   11643   $108.97   D    
Non-Qualified Stock Options     (3) 2/9/2026   Common Stock   56921   $111.16   D    
Non-Qualified Stock Options     (4) 2/8/2027   Common Stock   39205   $160.31   D    
Non-Qualified Stock Options     (5) 2/13/2028   Common Stock   32414   $226.64   D    
Non-Qualified Stock Options     (6) 2/26/2029   Common Stock   29393   $262.98   D    

Explanation of Responses:
(1)  Amount does not include Performance Share Awards granted to the executive officer on February 8, 2017, February 13, 2018 and 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 periods 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 numbers of Performance Shares are 14,036, 12,134 and 10,458 for 2017, 2018 and 2019, respectively.
(2)  The non-qualified stock options vest at a rate of 25% annually on February 10 from the years 2016 through 2019.
(3)  The non-qualified stock options vest at a rate of 25% annually on February 9 from the years 2017 through 2020.
(4)  The non-qualified stock options vest at a rate of 25% annually on February 8 from the years 2018 through 2021.
(5)  The non-qualified stock options vest at a rate of 25% annually on February 13 from the years 2019 through 2022.
(6)  The non-qualified stock options vest at a rate of 25% annually on February 26 from the years 2020 through 2023.

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

President & CEO, UHC

Signatures
Faraz A. Choudhry, Attorney-in-Fact for Dirk C. McMahon 7/8/2019
** 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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