SEC Form 4 · accession 0001122304-18-000162
AETNA INC /PA/ · AET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karen S Lynch
Officer — President
Period of report
Nov 28, 2018
Accepted (ET)
Nov 28, 2018 · 4:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001122304
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 28, 2018 | D | 74,896 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF2 | $100.50 | Nov 28, 2018 | D | 110,209 | D | — | — | Common Stock | 110,209 | 0 | D |
| Stock Appreciation RightsF3 | $103.45 | Nov 28, 2018 | D | 103,323 | D | — | — | Common Stock | 103,323 | 0 | D |
| Stock Appreciation RightsF4 | $125.27 | Nov 28, 2018 | D | 105,941 | D | — | — | Common Stock | 105,941 | 0 | D |
| Performance Stock UnitsF5 | — | Nov 28, 2018 | D | 29,580 | D | — | — | Common Stock | 29,580 | 0 | D |
| Performance Stock UnitsF6 | — | Nov 28, 2018 | D | 13,172 | D | — | — | Common Stock | 13,172 | 0 | D |
| Restricted Stock UnitsF7 | — | Nov 28, 2018 | D | 30,981 | D | — | — | Common Stock | 30,981 | 0 | D |
Explanation of responses
- F1Converted pursuant to the merger agreement (the "Merger Agreement") between CVS Health Corporation ("CVS Health") and Aetna Inc. ("Aetna") into $145 in cash and 0.8378 shares of CVS Health Common Stock for each share of Aetna Common Stock.
- F2Represents Stock Appreciation Rights ("SARs") granted under the Aetna Inc. 2010 Stock Incentive Plan (the "Plan") on March 2, 2015. These SARs were canceled pursuant to the terms of the Merger Agreement 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").
- F3Represents SARs granted under the Plan on February 19, 2016, of which 66.7% 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.
- F4Represents 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.
- F5Represents 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 February 19, 2016. These PSUs were converted to time-vesting CVS Health Restricted Stock Units ("RSUs") pursuant to the terms of the Merger Agreement.
- F6PSUs 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.
- F7RSUs granted under the Plan on March 2, 2018. These RSUs were converted to CVS Health RSUs pursuant to the terms of the Merger Agreement.