Edgar Filing: UNITEDHEALTH GROUP INC

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SHEEHY ROBERT J

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)
CEO, UnitedHealthcare

(Last)

(First)

(Middle)

C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2006

(Street)

MINNETONKA, MN 55343

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 4.1719

11/07/2006

D⁽¹⁾⁽²⁾

40,000

⁽¹⁾⁽²⁾

10/01/2008

Common Stock

40,000

$ 0 ⁽¹⁾ ⁽²⁾

Non-Qualified Stock Option (right to buy)

⁽¹⁾ ⁽²⁾

11/07/2006

A⁽¹⁾⁽²⁾

40,000

⁽¹⁾⁽²⁾

10/01/2008

Common Stock

40,000

$ 0 ⁽¹⁾ ⁽²⁾

40,000

Non-Qualified Stock Option (right to buy)

$ 5

11/07/2006

D⁽¹⁾⁽²⁾

60,000

⁽¹⁾⁽²⁾

10/16/2008

Common Stock

60,000

$ 0 ⁽¹⁾ ⁽²⁾

Non-Qualified Stock Option (right to buy)

⁽¹⁾ ⁽²⁾

11/07/2006

A⁽¹⁾⁽²⁾

60,000

⁽¹⁾⁽²⁾

10/16/2008

Common Stock

60,000

$ 0 ⁽¹⁾ ⁽²⁾

60,000

Non-Qualified Stock Option (right to buy)

$ 5.0157

11/07/2006

D⁽¹⁾⁽²⁾

310,080

⁽¹⁾⁽²⁾

10/13/2009

Common Stock

310,080

$ 0 ⁽¹⁾ ⁽²⁾

Non-Qualified Stock Option (right to buy)

⁽¹⁾ ⁽²⁾

11/07/2006

A⁽¹⁾⁽²⁾

310,080

⁽¹⁾⁽²⁾

10/13/2009

Common Stock

310,080

$ 0 ⁽¹⁾ ⁽²⁾

310,080

Non-Qualified Stock Option (right to buy)

$ 5.9532

11/07/2006

D⁽¹⁾⁽²⁾

320,000

⁽¹⁾⁽²⁾

03/08/2010

Common Stock

320,000

$ 0 ⁽¹⁾ ⁽²⁾

Non-Qualified Stock Option (right to buy)

⁽¹⁾ ⁽²⁾

11/07/2006

A⁽¹⁾⁽²⁾

320,000

⁽¹⁾⁽²⁾

03/08/2010

Common Stock

320,000

$ 0 ⁽¹⁾ ⁽²⁾

320,000

Non-Qualified Stock Option (right to buy)

$ 9.7735

11/07/2006

D⁽¹⁾⁽²⁾

160,000

⁽¹⁾⁽²⁾

07/26/2010

Common Stock

160,000

$ 0 ⁽¹⁾ ⁽²⁾

Non-Qualified Stock Option (right to buy)

⁽¹⁾ ⁽²⁾

11/07/2006

A⁽¹⁾⁽²⁾

160,000

⁽¹⁾⁽²⁾

07/26/2010

Common Stock

160,000

$ 0 ⁽¹⁾ ⁽²⁾

160,000

Non-Qualified Stock Option (right to buy)

$ 13.1719

11/07/2006

D⁽¹⁾⁽²⁾

300,000

⁽¹⁾⁽²⁾

01/17/2011

Common Stock

300,000

$ 0 ⁽¹⁾ ⁽²⁾

Non-Qualified Stock Option (right to buy)

⁽¹⁾ ⁽²⁾

11/07/2006

A⁽¹⁾⁽²⁾

300,000

⁽¹⁾⁽²⁾

01/17/2011

Common Stock

300,000

$ 0 ⁽¹⁾ ⁽²⁾

300,000

Non-Qualified Stock Option (right to buy)

$ 17.3875

11/07/2006

D⁽¹⁾⁽²⁾

300,000

⁽¹⁾⁽²⁾

01/07/2012

Common Stock

300,000

$ 0 ⁽¹⁾ ⁽²⁾

Non-Qualified Stock Option (right to buy)

⁽¹⁾ ⁽²⁾

11/07/2006

A⁽¹⁾⁽²⁾

300,000

⁽¹⁾⁽²⁾

01/07/2012

Common Stock

300,000

$ 0 ⁽¹⁾ ⁽²⁾

300,000

Non-Qualified Stock Option (right to buy)

$ 20.535

11/07/2006

D⁽¹⁾⁽²⁾

200,000

⁽¹⁾⁽²⁾

08/05/2012

Common Stock

200,000

$ 0 ⁽¹⁾ ⁽²⁾

Non-Qualified Stock Option (right to buy)

⁽¹⁾ ⁽²⁾

11/07/2006

A⁽¹⁾⁽²⁾

200,000

⁽¹⁾⁽²⁾

08/05/2012

Common Stock

200,000

$ 0 ⁽¹⁾ ⁽²⁾

200,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SHEEHY ROBERT J C/O UNITEDHEALTH GROUP 9900 BREN ROAD EAST MINNETONKA, MN 55343			CEO, UnitedHealthcare

Signatures

/s/ By: Dannette L. Smith for Robert J. Sheehy		11/09/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person has entered into an agreement, dated November 7, 2006 (the "Agreement"), with UnitedHealth Group Incorporated (the "Company") to have the exercise prices of each option with recorded grant dates between 1994 and 2002 (each, a "Subject Option") reset to the closing price of the Company's common stock on the applicable accounting measurement date for the grant. If any such closing price is less than the exercise price of the related option, no adjustment will be made. These accounting measurement dates are being determined by the Company (the date of the determination, the "Determination Date"). In addition, the exercise prices of certain post-2002 vested options held by the reporting person will also be increased to account for the value attributable to the differences between such closing prices and the exercise prices of the previously exercised Subject Options.(Continued to footnote 2).
(2)	The reporting person has not listed these post-2002 options in this Form 4 as the list will not be finalized until the Company determines the applicable measurement dates for Subject Options. Within two business days after the Determination Date, the reporting person will file an amendment to this Form 4 to reflect the amended exercise prices of all relevant stock options. See the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2006 for additional information. For Section 16 reporting purposes only, the increases in option exercise prices are deemed to be a cancellation of the old options and the grant of replacement options. The other terms of the outstanding options (including the vesting of the options) remain unchanged.

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