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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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) Chief Exec Officer (Last) (First) (Middle) C/O UNITEDHEALTH GROUP, 9900 BREN ROAD EAST 3. Date of Earliest Transaction (Month/Day/Year) 02/08/2017 (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 02/08/2017   A   17,311 (1) A $ 0 1,769,181.65 D   Common Stock 02/08/2017   A   73,677 (2) A $ 0 1,842,858.65 D   Common Stock 02/08/2017   F   35,510 (3) D $ 160.31 1,807,348.65 D   Common Stock 02/09/2017   F   2,007 D $ 160.44 1,805,341.65 (4) D   Common Stock               308.4598 I by 401(k) Common Stock               722,285 I by GRAT1 Common Stock               361,167 I by GRAT2 Common Stock               366,500 I by GRAT3

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Options (right to buy)

$ 160.31

02/08/2017

A

96,706

(5)

02/08/2027

Common Stock

96,706

$ 0

96,706

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		Chief Exec Officer

Signatures

Amy L. Schneider, Attorney-in-Fact for: Stephen J. Hemsley		02/10/2017
**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)	The restricted stock units will vest at a rate of 25% annually on February 8 from the years 2018 through 2021.
(2)	Represents the settlement of Performance Share Awards for the performance period 2014-2016.
(3)	Represents the withholding of shares to satisfy tax obligations upon the settlement of Performance Share Awards for the performance period 2014-2016.
(4)	Amount does not include Performance Share Awards granted to the executive officer on February 8, 2017, as performance awards not tied to stock price are not derivative securities for purposes of Section 16 under guidance from the staff of the SEC. The number of Performance Shares that the executive officer will receive will be determined at the end of the 3-year performance period and will be dependent upon the achievement of cumulative 3-year EPS and average return-on-equity performance metrics approved by the Compensation and Human Resources Committee. The target number of Performance Shares is 34,621.
(5)	The stock options vest at a rate of 25% annually on February 8 from the years 2018 through 2021.

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