Sec Form 4 Filing - WELTERS ANTHONY @ UNITEDHEALTH GROUP INC - 2012-04-23

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
WELTERS ANTHONY
2. Issuer Name and Ticker or Trading Symbol
UNITEDHEALTH GROUP INC [ UNH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, UnitedHealth Group
(Last) (First) (Middle)
C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST
3. Date of Earliest Transaction (MM/DD/YY)
04/23/2012
(Street)
MINNETONKA, MN55343
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/23/2012 M 70,000 A $ 42.865 193,856.836 D
Common Stock 04/23/2012 M 23,639 A $ 33.94 217,495.836 D
Common Stock 04/23/2012 F 17,769 D $ 59.51 199,726.836 D
Common Stock 04/23/2012 M 28,280 A $ 29.74 228,006.836 D
Common Stock 04/23/2012 F 20,103 D $ 59.51 207,903.836 D
Common Stock 04/23/2012 M 38,012 A $ 33 245,915.836 D
Common Stock 04/23/2012 F 28,225 D $ 59.51 217,690.836 D
Common Stock 04/23/2012 S 90,571 D $ 59.0672 ( 1 ) 127,119.836 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 42.865 04/23/2012 M 70,000 11/04/2008 11/04/2014 Common Stock 70,000 $ 0 200,000 D
Stock Appreciation Right $ 33.94 04/23/2012 M 23,639 06/05/2011 06/05/2018 Common Stock 23,639 $ 0 21,212 D
Stock Appreciation Right $ 29.74 04/23/2012 M 28,280 02/03/2012 02/23/2019 Common Stock 28,280 $ 0 28,280 D
Stock Appreciation Right $ 33 04/23/2012 M 38,012 02/09/2012 02/09/2020 Common Stock 38,012 $ 0 38,012 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WELTERS ANTHONY
C/O UNITEDHEALTH GROUP
9900 BREN ROAD EAST
MINNETONKA, MN55343
EVP, UnitedHealth Group
Signatures
Dannette L. Smith, Attorney-in-Fact for Anthony Welters 04/24/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades ranging from $59.03 to $59.202 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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