ThZeal - The Zeal

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAHL TRACY L

(Last)

(First)

(Middle)

C/O UNITEDHEALTH GROUP

9900 BREN ROAD EAST

(Street)

MINNETONKA

55343

(City)

(State)

(Zip)

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, Uniprise

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

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$13.1719	11/07/2006		D⁽¹⁾⁽²⁾			460,000	⁽¹⁾⁽²⁾	01/17/2011	Common Stock	460,000	⁽¹⁾⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾⁽²⁾	11/07/2006		A⁽¹⁾⁽²⁾		460,000		⁽¹⁾⁽²⁾	01/17/2011	Common Stock	460,000	⁽¹⁾⁽²⁾	460,000	D
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	⁽¹⁾⁽²⁾	0	D
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	⁽¹⁾⁽²⁾	300,000	D
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	⁽¹⁾⁽²⁾	0	D
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	⁽¹⁾⁽²⁾	200,000	D
Non-Qualified Stock Option (right to buy)	$19.1625	11/07/2006		D⁽¹⁾⁽²⁾			105,000	⁽¹⁾⁽²⁾	12/02/2012	Common Stock	105,000	⁽¹⁾⁽²⁾	35,000	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾⁽²⁾	11/07/2006		A⁽¹⁾⁽²⁾		105,000		⁽¹⁾⁽²⁾	12/02/2012	Common Stock	105,000	⁽¹⁾⁽²⁾	105,000	D

Explanation of Responses:

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 in 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 the 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 Company's 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.

	By: Dannette L. Smith for Tracy L. Bahl	11/09/2006
	** Signature of Reporting Person	Date
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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