Unum Group — Major Shareholding Notification 2009

Jun 22, 2009

SC 13D/A 1 a09-16717_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. 5)**

*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)

*June 19, 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\105927\09-16717-1\task3600949\16717-1-ba.htm',USER='105927',CD='Jun 22 23:33 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 17,546,885
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 17,546,885
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially
Owned by Each Reporting Person 17,546,885
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) 5.30%
14.	Type of Reporting Person
(See Instructions) IA/HC/OO

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\105927\09-16717-1\task3600949\16717-1-ba.htm',USER='105927',CD='Jun 22 23:33 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 2,896,719 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 2,896,719 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,896,719 | |
| 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) 0.87% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105927\09-16717-1\task3600949\16717-1-ba.htm',USER='105927',CD='Jun 22 23:33 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 65,961 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 65,961 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 65,961 | |
| 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\105927\09-16717-1\task3600949\16717-1-ba.htm',USER='105927',CD='Jun 22 23:33 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 140,522 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 140,522 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 140,522 | |
| 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\105927\09-16717-1\task3600949\16717-1-ba.htm',USER='105927',CD='Jun 22 23:33 2009'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational 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 | |
| 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 71,885 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 71,885 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 71,885 | |
| 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 | |

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\105927\09-16717-1\task3600949\16717-1-ba.htm',USER='105927',CD='Jun 22 23:33 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 1,387,772 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 1,387,772 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,387,772 | |
| 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) 0.42% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\105927\09-16717-1\task3600949\16717-1-ba.htm',USER='105927',CD='Jun 22 23:33 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 533,686 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 533,686 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 533,686 | |
| 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 | |

8

SEQ.=1,FOLIO='8',FILE='C:\JMS\105927\09-16717-1\task3600949\16717-1-ba.htm',USER='105927',CD='Jun 22 23:33 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 685,391 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 685,391 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 685,391 | |
| 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 | |

9

SEQ.=1,FOLIO='9',FILE='C:\JMS\105927\09-16717-1\task3600949\16717-1-ba.htm',USER='105927',CD='Jun 22 23:33 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 38,611 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 38,611 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 38,611 | |
| 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 | |

10

SEQ.=1,FOLIO='10',FILE='C:\JMS\105533\09-16717-1\task3600887\16717-1-bc.htm',USER='105533',CD='Jun 22 22:57 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 2,618,205 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 2,618,205 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,618,205 | |
| 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) 0.79% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

11

SEQ.=1,FOLIO='11',FILE='C:\JMS\105533\09-16717-1\task3600887\16717-1-bc.htm',USER='105533',CD='Jun 22 22:57 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 807,350 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 807,350 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 807,350 | |
| 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) 0.24% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

12

SEQ.=1,FOLIO='12',FILE='C:\JMS\105533\09-16717-1\task3600887\16717-1-bc.htm',USER='105533',CD='Jun 22 22:57 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 915,898 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 915,898 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 915,898 | |
| 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) 0.28% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

13

SEQ.=1,FOLIO='13',FILE='C:\JMS\105533\09-16717-1\task3600887\16717-1-bc.htm',USER='105533',CD='Jun 22 22:57 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 372,600 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 372,600 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 372,600 | |
| 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 | |

14

SEQ.=1,FOLIO='14',FILE='C:\JMS\105533\09-16717-1\task3600887\16717-1-bc.htm',USER='105533',CD='Jun 22 22:57 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 272,938 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 272,938 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 272,938 | |
| 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\105533\09-16717-1\task3600887\16717-1-bc.htm',USER='105533',CD='Jun 22 22:57 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 274,206 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 274,206 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount Beneficially
Owned by Each Reporting Person 274,206 | |
| 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 | |

16

SEQ.=1,FOLIO='16',FILE='C:\JMS\105533\09-16717-1\task3600887\16717-1-bc.htm',USER='105533',CD='Jun 22 22:57 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 577,123 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 577,123 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 577,123 | |
| 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) 0.17% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

17

SEQ.=1,FOLIO='17',FILE='C:\JMS\105533\09-16717-1\task3600887\16717-1-bc.htm',USER='105533',CD='Jun 22 22:57 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 325,436 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 325,436 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 325,436 | |
| 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) 0.10% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

18

SEQ.=1,FOLIO='18',FILE='C:\JMS\105533\09-16717-1\task3600887\16717-1-bc.htm',USER='105533',CD='Jun 22 22:57 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 745,081 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 745,081 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 745,081 | |
| 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) 0.22% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

19

SEQ.=1,FOLIO='19',FILE='C:\JMS\105533\09-16717-1\task3600887\16717-1-bc.htm',USER='105533',CD='Jun 22 22:57 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 17,546,885 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,546,885 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 17,546,885 | |
| 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) 5.30% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

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| 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 17,546,885 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 17,546,885 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 17,546,885 | |
| 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) 5.30% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

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| Item 1. |
| --- |
| This Schedule 13D/A
constitutes the fifth 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 and May
14, 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 4,817,501 Shares for a total consideration
(including brokerage commissions) of $88.5 million derived from capital
of the Managed Accounts. |
| The Relational LPs hold
an aggregate of 12,729,384 Shares for total consideration (including
brokerage commissions) of $279.2 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 17,546,885 Shares, constituting 5.30% of the outstanding
Shares. The percentage of Shares owned being based upon 331,274,343
Shares outstanding on April 28, 2009, as set forth in the Issuer’s Form 10-Q
for the quarter ended March 31, 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	4,817,501	1.45 %	Sole
RILP	2,896,719	0.87 %	Sole
RFP	65,961	0.02 %	Sole
RCP	140,522	0.04 %	Sole
RP	71,885	0.02 %	Sole
RH1	1,387,772	0.42 %	Sole
RH4	533,686	0.16 %	Sole
RH6	685,391	0.21 %	Sole
RI III	38,611	0.01 %	Sole
RI VIII	2,618,205	0.79 %	Sole
RI IX	807,350	0.24 %	Sole
RI X	915,898	0.28 %	Sole
RI XV	372,600	0.11 %	Sole
RI XVI	272,938	0.08 %	Sole
RI XX	274,206	0.08 %	Sole
RI XXII	577,123	0.17 %	Sole
RI XXIII	325,436	0.10 %	Sole
RIA 1	745,081	0.22 %	Sole

| RILLC, individually and in its capacity
as an investment adviser, may be deemed to possess direct beneficial
ownership of the 4,817,501 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 12,729,384 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) Not
applicable. | |
| 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: June 22, 2009

RELATIONAL INVESTORS, L.P. RELATIONAL FUND PARTNERS, L.P. RELATIONAL COAST PARTNERS, L.P. RELATIONAL 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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