Unum Group — Major Shareholding Notification 2009

Aug 24, 2009

SC 13D/A 1 a09-23838_1sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

*Under the Securities Exchange Act of 1934 (Amendment No. 6)**

*Unum Group*

(Name of Issuer)

*Common Stock, $.10 par value*

(Title of Class of Securities)

*91529Y106*

(CUSIP Number)

*Ralph V. Whitworth*

*Relational Investors, LLC*

*12400 High Bluff Drive, Suite 600*

*San Diego, CA 92130*

*(858) 704-3333*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*August 21, 2009*

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SEQ.=1,FOLIO='',FILE='C:\JMS\105538\09-23838-1\task3696478\23838-1-ba.htm',USER='105538',CD='Aug 24 23:40 2009'

CUSIP No. 91529Y106 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, LLC
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See
Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 16,360,063
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 16,360,063
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 16,360,063
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class
Represented by Amount in Row (11) 4.94%
14.	Type of Reporting Person
(See Instructions) IA/HC/OO

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\105538\09-23838-1\task3696478\23838-1-ba.htm',USER='105538',CD='Aug 24 23:40 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 2,712,665 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 2,712,665 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,712,665 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.82% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105538\09-23838-1\task3696478\23838-1-ba.htm',USER='105538',CD='Aug 24 23:40 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Fund Partners, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC/OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 61,771 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 61,771 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 61,771 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.02% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\105538\09-23838-1\task3696478\23838-1-ba.htm',USER='105538',CD='Aug 24 23:40 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Coast Partners, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC/OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 131,593 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 131,593 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 131,593 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.04% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\105538\09-23838-1\task3696478\23838-1-ba.htm',USER='105538',CD='Aug 24 23:40 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 1, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) WC/OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 1,299,596 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 1,299,596 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,299,596 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.39% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\105538\09-23838-1\task3696478\23838-1-ba.htm',USER='105538',CD='Aug 24 23:40 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 4, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 499,778 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 499,778 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 499,778 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.15% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\105538\09-23838-1\task3696478\23838-1-ba.htm',USER='105538',CD='Aug 24 23:40 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 6, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 641,842 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 641,842 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 641,842 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.19% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

8

SEQ.=1,FOLIO='8',FILE='C:\JMS\105538\09-23838-1\task3696478\23838-1-ba.htm',USER='105538',CD='Aug 24 23:40 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors III, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 31,534 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 31,534 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 31,534 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.01% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

9

SEQ.=1,FOLIO='9',FILE='C:\JMS\nsampath\09-23838-1\task3694805\23838-1-bc.htm',USER='105226',CD='Aug 22 05:04 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors VIII, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 2,451,851 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 2,451,851 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,451,851 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.74% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

10

SEQ.=1,FOLIO='10',FILE='C:\JMS\nsampath\09-23838-1\task3694805\23838-1-bc.htm',USER='105226',CD='Aug 22 05:04 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors IX, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 756,053 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 756,053 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 756,053 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.23% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

11

SEQ.=1,FOLIO='11',FILE='C:\JMS\nsampath\09-23838-1\task3694805\23838-1-bc.htm',USER='105226',CD='Aug 22 05:04 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors X, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 857,704 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 857,704 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 857,704 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class Represented
by Amount in Row (11) 0.26% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

12

SEQ.=1,FOLIO='12',FILE='C:\JMS\nsampath\09-23838-1\task3694805\23838-1-bc.htm',USER='105226',CD='Aug 22 05:04 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XV, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 348,925 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 348,925 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 348,925 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.11% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

13

SEQ.=1,FOLIO='13',FILE='C:\JMS\nsampath\09-23838-1\task3694805\23838-1-bc.htm',USER='105226',CD='Aug 22 05:04 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XVI, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 255,596 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 255,596 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 255,596 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.08% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

14

SEQ.=1,FOLIO='14',FILE='C:\JMS\nsampath\09-23838-1\task3694805\23838-1-bc.htm',USER='105226',CD='Aug 22 05:04 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XX, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC/OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 256,784 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 256,784 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 256,784 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.08% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

15

SEQ.=1,FOLIO='15',FILE='C:\JMS\nsampath\09-23838-1\task3694805\23838-1-bc.htm',USER='105226',CD='Aug 22 05:04 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XXII, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 540,455 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 540,455 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 540,455 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.16% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

16

SEQ.=1,FOLIO='16',FILE='C:\JMS\nsampath\09-23838-1\task3694805\23838-1-bc.htm',USER='105226',CD='Aug 22 05:04 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XXIII, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC/OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 304,759 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 304,759 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 304,759 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.09% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

17

SEQ.=1,FOLIO='17',FILE='C:\JMS\nsampath\09-23838-1\task3694805\23838-1-bc.htm',USER='105226',CD='Aug 22 05:04 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors Alpha Fund I, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 697,741 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 697,741 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 697,741 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.21% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

18

SEQ.=1,FOLIO='18',FILE='C:\JMS\nsampath\09-23838-1\task3694805\23838-1-bc.htm',USER='105226',CD='Aug 22 05:04 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ralph V. Whitworth — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) NA | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- |
| | 8. | Shared Voting Power 16,360,063 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 16,360,063 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 16,360,063 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 4.94% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

19

SEQ.=1,FOLIO='19',FILE='C:\JMS\nsampath\09-23838-1\task3694805\23838-1-bc.htm',USER='105226',CD='Aug 22 05:04 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David H. Batchelder — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) NA | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- |
| | 8. | Shared Voting Power 16,360,063 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 16,360,063 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 16,360,063 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 4.94% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

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| Item 1. |
| --- |
| This Schedule 13D/A
constitutes the sixth amendment to the Schedule 13D originally filed by the
Reporting Persons with the Securities and Exchange Commission (the “ SEC ”) on March 9, 2007 (the “ Statement ”) and amended by Amendment No. 1, No. 2 No. 3 and
No. 4 filed by the Reporting Persons with the SEC on March 30, 2007, May 30,
2007, July 26, 2007, May 14,
2009 and June 22, 2009 (the “ Amendments ”)
with respect to the common stock, $.10 par value (the “ Shares ”), of Unum Group, a Delaware
corporation (the “ Issuer ” or the
“ Company ”). Except as
specifically amended by this Schedule 13D/A, the Statement remains in full
force and effect. |

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| Item 3. |
| --- |
| Item 3 of the Statement
is hereby amended and restated as follows: RILLC and the Managed
Accounts hold an aggregate of 4,511,416 Shares for a total consideration
(including brokerage commissions) of $82.8 million derived from capital
of the Managed Accounts. |
| The Relational LPs hold
an aggregate of 11,848,647 Shares for total consideration (including
brokerage commissions) of $260.1 million derived from the capital of the
Relational LPs and margin borrowings from CSSU for RFP, RCP, RH1, RI XX and
RI XXIII. |
| Interest on the margin
debt balance of the margin accounts described above is charged at the then
Federal Funds Rate plus 50 basis points. CSSU has a lien on the Shares
held by certain Managed Accounts and those held by RFP, RCP, RH1, RI XX and
RI XXIII to secure repayment of the margin borrowings described above. |

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| Item 5. |
| --- |
| Item 5 of the Statement is hereby amended and restated
as follows: (a) As
of the date of this Statement, the Reporting Persons beneficially owned in
the aggregate 16,360,063 Shares, constituting 4.94% of the outstanding
Shares. The percentage of Shares owned being based upon 331,413,937 Shares
outstanding on August 3, 2009, as set forth in the Issuer’s Form 10-Q for the
quarter ended June 30, 2009. The Reporting Persons may be deemed to
have direct beneficial ownership of the Shares as follows: |

NAME	NUMBER OF SHARES	% OF OUTSTANDING SHARES	VOTING AND DISPOSITIVE POWER
RILLC	4,511,416	1.36 %	Sole
RILP	2,712,665	0.82 %	Sole
RFP	61,771	0.02 %	Sole
RCP	131,593	0.04 %	Sole
RH1	1,299,596	0.39 %	Sole
RH4	499,778	0.15 %	Sole
RH6	641,842	0.19 %	Sole
RI III	31,534	0.01 %	Sole
RI VIII	2,451,851	0.74 %	Sole
RI IX	756,053	0.23 %	Sole
RI X	857,704	0.26 %	Sole
RI XV	348,925	0.11 %	Sole
RI XVI	255,596	0.08 %	Sole
RI XX	256,784	0.08 %	Sole
RI XXII	540,455	0.16 %	Sole
RI XXIII	304,759	0.09 %	Sole
RIA 1	697,741	0.21 %	Sole

| RILLC, individually and in its capacity
as an investment adviser, may be deemed to possess direct beneficial
ownership of the 4,511,416 Shares that are owned by it and the Managed Accounts.
Additionally, RILLC, as the sole general partner, or sole managing member of
the general partner, of each of Relational
LPs may be deemed to beneficially own (as that term is defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended) the 11,848,647
Shares beneficially owned by the Relational LPs because the limited
partnership agreements of the Relational LPs specify that RILLC has sole
investment discretion and voting authority with respect to those Shares. |
| --- |
| Each of Messrs. Whitworth
and Batchelder, as Principals of RILLC, may be deemed to share indirect
beneficial ownership of the Shares which RILLC may beneficially own.
Each of Messrs. Whitworth and Batchelder disclaims beneficial ownership of
such Shares for all other purposes. |
| To the best of the
knowledge of each of the Reporting Persons, other than as set forth above,
none of the persons named in Item 2 is the beneficial owner of any Shares. |

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| (b) See
item (a) above. | |
| --- | --- |
| (c) Information
concerning transactions in the Shares by the Reporting Persons during the
past 60 days and not previously reported is set forth in Exhibit A filed with
this Statement. | |
| (d) No
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares
covered by this Statement, except that dividends from, and proceeds from the
sale of, the Shares held by accounts managed by RILLC may be delivered to
such accounts. | |
| (e) The
Reporting Persons ceased to be the beneficial owner of more than 5 percent of
the Shares on August 21, 2009. | |
| Item 7. | Material to Be Filed as Exhibits |
| | The
following Exhibits are filed herewith: Exhibit A – Information concerning transactions in the Shares affected
by the Reporting Persons in the last 60 days and not previously reported. |

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*Signature*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 24, 2009

RELATIONAL INVESTORS, L.P. RELATIONAL FUND PARTNERS, L.P. RELATIONAL COAST PARTNERS, L.P. RH FUND 1, L.P. RH FUND 4, L.P. RH FUND 6, L.P. RELATIONAL INVESTORS III, L.P. RELATIONAL INVESTORS VIII, L.P. RELATIONAL INVESTORS IX, L.P. RELATIONAL INVESTORS X, L.P. RELATIONAL INVESTORS XV, L.P. RELATIONAL INVESTORS XVI, L.P.

RELATIONAL INVESTORS XX, L.P.

RELATIONAL INVESTORS XXII, L.P.

RELATIONAL INVESTORS XXIII, L.P.

RELATIONAL INVESTORS Alpha Fund L.P.

| By: |
| --- |
| as general partner to each, except as the sole
managing member of the general partners of Relational Investors III, L.P., Relational
Investors X, L.P. and Relational Investors Alpha Fund I, L.P. |

	/s/ Ralph V. Whitworth
	Ralph V. Whitworth, Principal
RELATIONAL
INVESTORS, LLC
By:	/s/ Ralph V. Whitworth
	Ralph V. Whitworth, Principal
/s/
Ralph V. Whitworth
Ralph V. Whitworth
/s/
David H. Batchelder
David H.
Batchelder

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*EXHIBIT INDEX*

Exhibit	Description
A.	Information concerning transactions in the Shares
affected by Reporting Persons in the last 60 days and not previously
reported.

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