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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qualified Stock Option (right to buy) | $ 5.8594 | 11/07/2006 | D(1)(2)(3) | 1,600,000 | (1)(2) | 06/16/2006 | Common Stock | 1,600,000 | $ 0 (1) (2) (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 15.625 | 11/07/2006 | A(1)(2)(3) | 1,600,000 | (1)(2) | 06/16/2007 | Common Stock | 1,600,000 | $ 0 (1) (2) (3) | 1,600,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 6.5313 | 11/07/2006 | D(1)(2)(3) | 480,000 | (1)(2) | 02/06/2008 | Common Stock | 480,000 | $ 0 (1) (2) (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 15.625 | 11/07/2006 | A(1)(2)(3) | 480,000 | (1)(2) | 02/06/2008 | Common Stock | 480,000 | $ 0 (1) (2) (3) | 480,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 5.8516 | 11/07/2006 | D(1)(2)(3) | 800,000 | (1)(2) | 02/17/2009 | Common Stock | 800,000 | $ 0 (1) (2) (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 15.625 | 11/07/2006 | A(1)(2)(3) | 800,000 | (1)(2) | 02/17/2009 | Common Stock | 800,000 | $ 0 (1) (2) (3) | 800,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 5.0157 | 11/07/2006 | D(1)(2) | 5,240,000 | (1)(2) | 10/13/2009 | Common Stock | 5,240,000 | $ 0 (1) (2) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 8.7188 | 11/07/2006 | A(1)(2) | 5,240,000 | (1)(2) | 10/13/2009 | Common Stock | 5,240,000 | $ 0 (1) (2) | 5,240,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 5.9532 | 11/07/2006 | D(1)(2) | 1,200,000 | (1)(2) | 03/08/2010 | Common Stock | 1,200,000 | $ 0 (1) (2) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 15.625 | 11/07/2006 | A(1)(2) | 1,200,000 | (1)(2) | 03/08/2010 | Common Stock | 1,200,000 | $ 0 (1) (2) | 1,200,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 13.1719 | 11/07/2006 | D(1)(2) | 1,200,000 | (1)(2) | 01/17/2011 | Common Stock | 1,200,000 | $ 0 (1) (2) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 18.0475 | 11/07/2006 | A(1)(2) | 1,200,000 | (1)(2) | 01/17/2011 | Common Stock | 1,200,000 | $ 0 (1) (2) | 1,200,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 17.3875 | 11/07/2006 | D(1)(2) | 1,200,000 | (1)(2) | 01/07/2012 | Common Stock | 1,200,000 | $ 0 (1) (2) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 25.0925 | 11/07/2006 | A(1)(2) | 1,200,000 | (1)(2) | 01/07/2012 | Common Stock | 1,200,000 | $ 0 (1) (2) | 1,200,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 20.06 | 11/07/2006 | D(1)(2) | 900,000 | (1)(2) | 02/12/2013 | Common Stock | 900,000 | $ 0 (1) (2) | 300,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 30.1383 | 11/07/2006 | A(1)(2) | 900,000 | (1)(2) | 02/12/2013 | Common Stock | 900,000 | $ 0 (1) (2) | 900,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 29.7 | 11/07/2006 | D(1)(2) | 600,000 | (1)(2) | 02/11/2014 | Common Stock | 600,000 | $ 0 (1) (2) | 600,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 39.7783 | 11/07/2006 | A(1)(2) | 600,000 | (1)(2) | 02/11/2014 | Common Stock | 600,000 | $ 0 (1) (2) | 600,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 45.28 | 11/07/2006 | D(1)(2) | 150,000 | (1)(2) | 02/03/2015 | Common Stock | 150,000 | $ 0 (1) (2) | 450,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 55.3583 | 11/07/2006 | A(1)(2) | 150,000 | (1)(2) | 02/03/2015 | Common Stock | 150,000 | $ 0 (1) (2) | 150,000 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 47.34 | 11/07/2006 | D(1)(2) | 62,500 | (1)(2) | 05/02/2015 | Common Stock | 62,500 | $ 0 (1) (2) | 187,500 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 57.4183 | 11/07/2006 | A(1)(2) | 62,500 | (1)(2) | 05/02/2015 | Common Stock | 62,500 | $ 0 (1) (2) | 62,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HEMSLEY STEPHEN J C/O UNITEDHEALTH GROUP 9900 BREN ROAD EAST MINNETONKA, MN 55343 |
X | President and COO |
/s/ Stephen J. Hemsley | 11/09/2006 | |
**Signature of Reporting Person | Date |
* | 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 highest closing price of the Company's common stock during the recorded grant year for such particular option, except that in the case of certain options with recorded grant years in or prior to 1999, the exercise prices have been increased to the highest closing share price in 2000. In addition, the exercise prices of certain post-2002 vested options held by the reporting person have been increased to account for the value attributable to the differences between such highest closing share prices and the exercise prices of the previously exercised Subject Options. (Continued to footnote 2). |
(2) | 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.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. |
(3) | The reporting person has acted to relinquish any personal benefit from option grants that were suspended in 1999 and reinstituted in August 2000. |