Sec Form 4 Filing - WICHMANN DAVID S @ UNITEDHEALTH GROUP INC - 2012-11-29

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 WICHMANN DAVID S 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 & CFO, Pres UHG Operations (Last) (First) (Middle) C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2012 (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 11/29/2012 M 200,000 A $ 22.5086 536,146.1243 D Common Stock 11/29/2012 M 112,500 A $ 29.3986 648,646.1243 D Common Stock 11/29/2012 M 37,500 A $ 26.95 686,146.1243 D Common Stock 11/29/2012 M 75,000 A $ 31.535 761,146.1243 D Common Stock 11/29/2012 M 75,000 A $ 33.1236 836,146.1243 D Common Stock 11/29/2012 M 154,000 A $ 42.2986 990,146.1243 D Common Stock 11/29/2012 M 154,000 A $ 39.85 1,144,146.1243 D Common Stock 11/29/2012 S 808,000 D $ 53.8846 ( 1 ) 336,146.1243 D Common Stock 220.0985 I by 401(k)

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) $ 22.5086 11/29/2012 M 200,000 ( 2 ) 02/12/2013 Common Stock 200,000 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 29.3986 11/29/2012 M 112,500 ( 3 ) 11/28/2013 Common Stock 112,500 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 26.95 11/29/2012 M 37,500 11/28/2007 11/28/2013 Common Stock 37,500 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 31.535 11/29/2012 M 75,000 ( 4 ) 08/06/2014 Common Stock 75,000 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 33.1236 11/29/2012 M 75,000 ( 5 ) 08/06/2014 Common Stock 75,000 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 42.2986 11/29/2012 M 154,000 ( 6 ) 12/07/2014 Common Stock 154,000 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 39.85 11/29/2012 M 154,000 ( 7 ) 12/07/2014 Common Stock 154,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WICHMANN DAVID S C/O UNITEDHEALTH GROUP 9900 BREN ROAD EAST MINNETONKA, MN55343 EVP & CFO, Pres UHG Operations Signatures Dannette L. Smith, Attorney-in-Fact for: David S. Wichmann 12/03/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades ranging from $53.53 to $54.565 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 )The stock options vested at a rate of 25% annually on February 12 from the years 2004 through 2007. ( 3 )The stock options vested at a rate of 33% annually on November 28 from the years 2004 through 2006. ( 4 )The stock options vested at a rate of 50% annually on August 6 in the years 2007 and 2008. ( 5 )The stock options vested at a rate of 50% annually on August 6 in the years 2005 and 2006. ( 6 )The stock options vested at a rate of 50% annually on December 7 in the years 2005 and 2006. ( 7 )The stock options vested at a rate of 50% annually on December 7 in the years 2007 and 2008.

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 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).

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