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 ^*

Burke Forrest Gregory

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)
Acting General Counsel

(Last)

(First)

(Middle)

C/O UNITEDHEALTH GROUP INCORPORATED, 9900 BREN ROAD EAST

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2007

(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.
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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)

$ 42.865

04/17/2007⁽¹⁾

D⁽¹⁾

90,000

⁽¹⁾

01/04/2015

Common Stock

90,000

⁽¹⁾

Non-Qualified Stock Option (right to buy)

$ 47.915

04/17/2007⁽¹⁾

A⁽¹⁾

90,000

⁽¹⁾

01/04/2015

Common Stock

90,000

⁽¹⁾

90,000

Non-Qualified Stock Option (right to buy)

$ 47.34

04/17/2007⁽¹⁾

D⁽¹⁾

30,000

⁽¹⁾

05/02/2015

Common Stock

30,000

⁽¹⁾

Non-Qualified Stock Option (right to buy)

$ 48.57

04/17/2007⁽¹⁾

A⁽¹⁾

30,000

⁽¹⁾

05/02/2015

Common Stock

30,000

⁽¹⁾

30,000

Non-Qualified Stock Option (right to buy)

$ 57.89

04/17/2007⁽¹⁾

D⁽¹⁾

20,000

⁽¹⁾

10/31/2015

Common Stock

20,000

⁽¹⁾

Non-Qualified Stock Option (right to buy)

$ 60.07

04/17/2007⁽¹⁾

A⁽¹⁾

20,000

⁽¹⁾

10/31/2015

Common Stock

20,000

⁽¹⁾

20,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Burke Forrest Gregory C/O UNITEDHEALTH GROUP INCORPORATED 9900 BREN ROAD EAST MINNETONKA, MN 55343			Acting General Counsel

Signatures

/s/ Forrest G. Burke		04/19/2007
^**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)	Reflects action taken to increase the exercise price of any stock option (or portion thereof) that was granted to Mr. Burke prior to his becoming an executive officer of UnitedHealth Group Incorporated and is potentially subject to a surtax under Section 409A of the Internal Revenue Code to the closing price of the Company's common stock on the accounting measurement date for that stock option. 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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