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
                                                                                  
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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 *

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
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST
3. Date of Earliest Transaction (MM/DD/YYYY)

8/23/2021
(Street)

MINNETONKA, MN 55343
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 8/23/2021  S  70000 D$426.3022 (1)621559.91 (2)D  
Common Stock         326.3711 I by 401(k) 
Common Stock         37830 I by Trust 
Common Stock         327150 I by GRAT6 
Common Stock         243000 I by GRAT7 
Common Stock         250000 I by GRAT8 
Common Stock         250000 (3)I by GRAT9 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This transaction was executed in multiple trades ranging from approximately $425.423 to $427.932 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
(2) Excludes 250,000 UNH shares previously owned directly which were contributed to Grantor Retained Annuity Trust #9 as set forth in footnote 3 on August 6, 2021. The transfer was exempt from Section 16 pursuant to Rule 16a-13.
(3) Reflects the transfer of 250,000 UNH shares previously owned directly which were contributed to Grantor Retained Annuity Trust #9 on August 6, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
HEMSLEY STEPHEN J
C/O UNITEDHEALTH GROUP
9900 BREN ROAD EAST
MINNETONKA, MN 55343
X



Signatures
Faraz A. Choudhry, Attorney-in-Fact for: Stephen J. Hemsley8/25/2021
**Signature of Reporting PersonDate

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