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 * HEMSLEY STEPHEN J   2. Issuer Name and Ticker or Trading Symbol UNITEDHEALTH GROUP INC [UNH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chair of the Board (Last) (First) (Middle) C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST 3. Date of Earliest Transaction (Month/Day/Year) 11/30/2018 (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 Common Stock 11/30/2018   G V 59,560 (1) D $ 0 1,966,726.351 (2) D   Common Stock 11/30/2018   M   169,683 (3) A $ 29.74 2,136,409.351 D   Common Stock 11/30/2018   F   87,092 D $ 282.55 2,049,317.351 D   Common Stock               313.5908 I by 401(k) Common Stock 11/07/2018   G V 292,657 D $ 0 0 I by GRAT 1 (4) Common Stock               257,575 (5) I by GRAT2 Common Stock               225,763 (6) I by GRAT3 Common Stock               419,155 I by GRAT4

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Rights

$ 29.74

11/30/2018

M

169,683

(7)

02/23/2019

Common Stock

169,683

$ 0

0

D

Reporting Owners

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		Executive Chair of the Board

Signatures

Faraz A. Choudhry, Attorney-in-Fact for: Stephen J. Hemsley		12/04/2018
**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)	Represents conveyance of shares to charitable foundation.
(2)	Reflects 184,525 UNH shares transferred from GRAT #1 set forth in footnote (4), 45,568 UNH shares transferred from GRAT #2, and 61,415 UNH shares transferred from GRAT #3 to the reporting person to satisfy annuity payments on November 7, 2018. These transactions were exempt from Section 16 pursuant to Rule 16a-13.
(3)	Reflects exercise of stock appreciation rights. As of the date of this filing, Mr. Hemsley continues to beneficially own all net shares acquired as a result of the exercise.
(4)	On November 7, 2018, 184,525 shares held in GRAT #1 were distributed to the reporting person and are reported as directly owned.
(5)	Reflects the transfer of 45,568 shares from Grantor Retained Annuity Trust #2 to the reporting person to satisfy an annuity payment on November 7, 2018 and included in footnote (2).
(6)	Reflects the transfer of 61,415 shares from Grantor Retained Annuity Trust #3 to the reporting person to satisfy an annuity payment on November 7, 2018 and included in footnote (2).
(7)	The stock appreciation rights, which vested at a rate of 25% annually on February 23 from the years 2010 through 2013, were due to expire on February 23, 2019. As of the date of this filing, Mr. Hemsley is the direct beneficial owner of 2,049,317.351 UNH shares.

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.