Edgar Filing: WICHMANN DAVID S

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

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 & Pres, Ind & Em Mkt Grp

(Last)

(First)

(Middle)

C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2007

(Street)

MINNETONKA, MN 55343

4. If Amendment, Date Original Filed(Month/Day/Year)
11/09/2006

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)

$ 8.0859

03/06/2007⁽¹⁾⁽²⁾

A⁽¹⁾⁽²⁾

60,000

⁽¹⁾⁽²⁾

03/08/2010

Common Stock

60,000

⁽¹⁾ ⁽²⁾

60,000

Non-Qualified Stock Option (right to buy)

$ 14.7891

03/06/2007⁽¹⁾⁽²⁾

A⁽¹⁾⁽²⁾

120,000

⁽¹⁾⁽²⁾

07/26/2010

Common Stock

120,000

⁽¹⁾ ⁽²⁾

120,000

Non-Qualified Stock Option (right to buy)

$ 14.5075

03/06/2007⁽¹⁾⁽²⁾

A⁽¹⁾⁽²⁾

240,000

⁽¹⁾⁽²⁾

01/17/2011

Common Stock

240,000

⁽¹⁾ ⁽²⁾

240,000

Non-Qualified Stock Option (right to buy)

$ 14.7

03/06/2007⁽¹⁾⁽²⁾

A⁽¹⁾⁽²⁾

80,000

⁽¹⁾⁽²⁾

01/17/2011

Common Stock

80,000

⁽¹⁾ ⁽²⁾

80,000

Non-Qualified Stock Option (right to buy)

$ 18.2375

03/06/2007⁽¹⁾⁽²⁾

A⁽¹⁾⁽²⁾

300,000

⁽¹⁾⁽²⁾

01/07/2012

Common Stock

300,000

⁽¹⁾ ⁽²⁾

300,000

Non-Qualified Stock Option (right to buy)

$ 22.11

03/06/2007⁽¹⁾⁽²⁾

A⁽¹⁾⁽²⁾

200,000

⁽¹⁾⁽²⁾

08/05/2012

Common Stock

200,000

⁽¹⁾ ⁽²⁾

200,000

Non-Qualified Stock Option (right to buy)

$ 20.06

03/06/2007⁽¹⁾⁽²⁾

D⁽¹⁾⁽²⁾

200,000

⁽¹⁾⁽²⁾

02/12/2013

Common Stock

200,000

⁽¹⁾ ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 22.5086

03/06/2007⁽¹⁾⁽²⁾

A⁽¹⁾⁽²⁾

200,000

⁽¹⁾⁽²⁾

02/12/2013

Common Stock

200,000

⁽¹⁾ ⁽²⁾

200,000

Non-Qualified Stock Option (right to buy)

$ 26.95

03/06/2007⁽¹⁾⁽²⁾

D⁽¹⁾⁽²⁾

112,500

⁽¹⁾⁽²⁾

11/28/2013

Common Stock

112,500

⁽¹⁾ ⁽²⁾

37,500

Non-Qualified Stock Option (right to buy)

$ 29.3986

03/06/2007⁽¹⁾⁽²⁾

A⁽¹⁾⁽²⁾

112,500

⁽¹⁾⁽²⁾

11/28/2013

Common Stock

112,500

⁽¹⁾ ⁽²⁾

112,500

Non-Qualified Stock Option (right to buy)

$ 30.675

03/06/2007⁽¹⁾⁽²⁾

D⁽¹⁾⁽²⁾

75,000

⁽¹⁾⁽²⁾

08/06/2014

Common Stock

75,000

⁽¹⁾ ⁽²⁾

75,000

Non-Qualified Stock Option (right to buy)

$ 33.1236

03/06/2007⁽¹⁾⁽²⁾

A⁽¹⁾⁽²⁾

75,000

⁽¹⁾⁽²⁾

08/06/2014

Common Stock

75,000

⁽¹⁾ ⁽²⁾

75,000

Non-Qualified Stock Option (right to buy)

$ 30.675

03/06/2007⁽³⁾

D⁽³⁾

75,000

⁽³⁾

08/06/2014

Common Stock

75,000

⁽³⁾

Non-Qualified Stock Option (right to buy)

$ 31.535

03/06/2007⁽³⁾

A⁽³⁾

75,000

⁽³⁾

08/06/2014

Common Stock

75,000

⁽³⁾

75,000

Non-Qualified Stock Option (right to buy)

$ 39.85

03/06/2007⁽¹⁾⁽²⁾

D⁽¹⁾⁽²⁾

154,000

⁽¹⁾⁽²⁾

12/07/2014

Common Stock

154,000

⁽¹⁾ ⁽²⁾

154,000

Non-Qualified Stock Option (right to buy)

$ 42.2986

03/06/2007⁽¹⁾⁽²⁾

A⁽¹⁾⁽²⁾

154,000

⁽¹⁾⁽²⁾

12/07/2014

Common Stock

154,000

⁽¹⁾ ⁽²⁾

154,000

Non-Qualified Stock Option (right to buy)

$ 47.34

03/06/2007⁽¹⁾⁽²⁾

D⁽¹⁾⁽²⁾

25,000

⁽¹⁾⁽²⁾

05/02/2015

Common Stock

25,000

⁽¹⁾ ⁽²⁾

75,000

Non-Qualified Stock Option (right to buy)

$ 49.7886

03/06/2007⁽¹⁾⁽²⁾

A⁽¹⁾⁽²⁾

25,000

⁽¹⁾⁽²⁾

05/02/2015

Common Stock

25,000

⁽¹⁾ ⁽²⁾

25,000

Non-Qualified Stock Option (right to buy)

$ 47.34

03/06/2007⁽³⁾

D⁽³⁾

75,000

⁽³⁾

05/02/2015

Common Stock

75,000

⁽³⁾

Non-Qualified Stock Option (right to buy)

$ 48.335

03/06/2007⁽³⁾

A⁽³⁾

75,000

⁽³⁾

05/02/2015

Common Stock

75,000

⁽³⁾

75,000

Non-Qualified Stock Option (right to buy)

$ 57.89

03/06/2007⁽³⁾

D⁽³⁾

65,000

⁽³⁾

10/31/2015

Common Stock

65,000

⁽³⁾

Non-Qualified Stock Option (right to buy)

$ 59

03/06/2007⁽³⁾

A⁽³⁾

65,000

⁽³⁾

10/31/2015

Common Stock

65,000

⁽³⁾

65,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WICHMANN DAVID S C/O UNITEDHEALTH GROUP 9900 BREN ROAD EAST MINNETONKA, MN 55343			EVP & Pres, Ind & Em Mkt Grp

Signatures

/s/By: Dannette L. Smith for David S. Wichmann		03/08/2007
^**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)	This Statement of Changes in Beneficial Ownership on Form 4 ("Form 4") amends that certain Form 4 filed by the reporting person with the Securities and Exchange Commission ("SEC") on November 9, 2006 to reflect the amended exercise prices of the options specified above. The options were repriced pursuant to an option repricing agreement the reporting person entered into with UnitedHealth Group Incorporated (the "Company") to (a) increase the exercise prices of each option with stated grant dates between 1994 and 2002 (each a "Subject Option") to the closing price of the Company's common stock on the accounting measurement date for the option grant, and (b) increase the exercise prices of certain post-2002 vested options held by the reporting person 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 no 2)
(2)	The accounting measurement date for each option grant was finalized on March 6, 2007 when the Company filed with the SEC its annual report on Form 10-K for the year ended December 31, 2006 and restated its prior-year financial statements. See the Form 4 filed by the reporting person with the SEC on November 9, 2006 for additional information.
(3)	The reporting person has also entered into an agreement, effective as of December 22, 2006, with the Company to increase the exercise prices of the options specified above (which vested in 2005 or later and are 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 each option grant. The accounting measurement date for each option grant was finalized on March 6, 2007. 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.