SEC Form 4 · accession 0001122304-18-000159
AETNA INC /PA/ · AET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Heather Brianne Dixon
Officer — VP, Controller & CAO
Period of report
Nov 28, 2018
Accepted (ET)
Nov 28, 2018 · 4:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001122304
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF1 | $116.22 | Nov 28, 2018 | D | 2,706 | D | — | — | Common Stock | 2,706 | 0 | D |
| Stock Appreciation RightsF2 | $125.27 | Nov 28, 2018 | D | 2,890 | D | — | — | Common Stock | 2,890 | 0 | D |
| Performance Stock UnitsF3 | — | Nov 28, 2018 | D | 776 | D | — | — | Common Stock | 776 | 0 | D |
| Performance Stock UnitsF4 | — | Nov 28, 2018 | D | 360 | D | — | — | Common Stock | 360 | 0 | D |
| Restricted Stock UnitsF5 | — | Nov 28, 2018 | D | 1,606 | D | — | — | Common Stock | 1,606 | 0 | D |
Explanation of responses
- F1Represents Stock Appreciation Rights ("SARs") granted under the Aetna Inc. 2010 Stock Incentive Plan (the "Plan") on September 12, 2016, of which 66.7% had vested. Each vested SAR was canceled pursuant to the terms of the merger agreement (the "Merger Agreement") between CVS Health Corporation ("CVS Health") and Aetna Inc. ("Aetna") in exchange for an amount in cash for each SAR equal to (a) $145 plus (b) 0.8378 multiplied by the average of the volume weighted averages of the trading prices of CVS Health Common Stock on each of the five consecutive trading days ending on the trading day two trading days prior to the closing date, less (c) the exercise price (the "SAR Amount"). Each unvested SAR was converted to a CVS Health SAR pursuant to the terms of the Merger Agreement.
- F2Represents SARs granted under the Plan on February 17, 2017, of which 33.3% had vested. Each vested SAR was canceled pursuant to the terms of the Merger Agreement in exchange for an amount in cash equal to the SAR Amount. Each unvested SAR was converted to a CVS Health SAR pursuant to the terms of the Merger Agreement.
- F3Represents Performance Stock Units ("PSUs") earned at a specified level in conjunction with the change in control of Aetna and pursuant to the terms of the relevant PSU award agreement. The PSUs were originally granted under the Plan on September 12, 2016. These PSUs were converted to time-vesting CVS Health Restricted Stock Units ("RSUs") pursuant to the terms of the Merger Agreement.
- F4PSUs earned at a specified level in conjunction with the change in control of Aetna and pursuant to the terms of the relevant PSU award agreement. The PSUs were originally granted under the Plan on February 17, 2017. These PSUs were converted to time-vesting CVS Health RSUs pursuant to the terms of the Merger Agreement.
- F5RSUs granted under the Plan on March 2, 2018. These RSUs were converted to CVS Health RSUs pursuant to the terms of the Merger Agreement.