SEC Form 4 · accession 0001122304-18-000163
AETNA INC /PA/ · AET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Margaret M McCarthy
Officer — EVP, Operations & Technology
Period of report
Nov 28, 2018
Accepted (ET)
Nov 28, 2018 · 4:22 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 | 38,920 | — | D | 0 | D | |
| Common StockF1,F2 | Nov 28, 2018 | D | 1,987 | — | D | 0 | I | By 401(K) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF3 | $72.26 | Nov 28, 2018 | D | 50,296 | D | — | — | Common Stock | 50,296 | 0 | D |
| Stock Appreciation RightsF4 | $100.50 | Nov 28, 2018 | D | 59,513 | D | — | — | Common Stock | 59,513 | 0 | D |
| Stock Appreciation RightsF5 | $103.45 | Nov 28, 2018 | D | 56,727 | D | — | — | Common Stock | 56,727 | 0 | D |
| Stock Appreciation RightsF6 | $125.27 | Nov 28, 2018 | D | 54,897 | D | — | — | Common Stock | 54,897 | 0 | D |
| Performance Stock UnitsF7 | — | Nov 28, 2018 | D | 16,240 | D | — | — | Common Stock | 16,240 | 0 | D |
| Performance Stock UnitsF8 | — | Nov 28, 2018 | D | 6,826 | D | — | — | Common Stock | 6,826 | 0 | D |
| Restricted Stock UnitsF9 | — | Nov 28, 2018 | D | 16,054 | D | — | — | Common Stock | 16,054 | 0 | D |
| Deferred Stock UnitsF10 | — | Nov 28, 2018 | D | 44,840 | D | — | — | Common Stock | 44,840 | 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.
- F10Represents Deferred Stock Units ("DSUs") previously reported and accrued pursuant to the Plan. These DSUs were canceled for an amount in cash for each DSU 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.
- F2Represents the pro rata portion of the stock portion of the Aetna Common Stock Fund held by Reporting Person on October 31, 2018 pursuant to the Aetna Inc. 401(k) Plan. The information is based on information provided by the Plan Trustee as of that date.
- F3Represents Stock Appreciation Rights ("SARs") granted under the Aetna Inc. 2010 Stock Incentive Plan (the "Plan") on March 3, 2014. 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").
- F4Represents SARs granted under 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 the SAR Amount.
- F5Represents 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.
- F6Represents 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.
- F7Represents 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.
- F8PSUs 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.
- F9RSUs granted under the Plan on March 2, 2018. These RSUs were converted to CVS Health RSUs pursuant to the terms of the Merger Agreement.