SEC Form 4 · accession 0001122304-18-000173
AETNA INC /PA/ · AET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ellen M Hancock
Director
Period of report
Nov 28, 2018
Accepted (ET)
Nov 28, 2018 · 4:40 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 Stock | Nov 7, 2018 | G | 29,416 | $0.00 | D | 17,210 | D | |
| Common Stock | Nov 8, 2018 | G | 17,000 | $0.00 | D | 210 | D | |
| Common StockF1 | Nov 28, 2018 | D | 210 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF2 | — | Nov 28, 2018 | D | 61,885 | D | — | — | Common Stock | 61,885 | 0 | D |
| Phantom Stock UnitsF3 | — | Nov 28, 2018 | D | 38,052 | D | — | — | Common Stock | 38,052 | 0 | D |
| Restricted Stock UnitsF4 | — | Nov 28, 2018 | D | 990 | D | — | — | Common Stock | 990 | 0 | D |
| Deferred Restricted Stock UnitsF5 | — | Nov 28, 2018 | D | 8,104 | D | — | — | Common Stock | 8,104 | 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.
- F2Units accrued under the Non-Employee Director Compensation Plan (the "Plan") pursuant to deferral of Director Fees and other compensation due upon termination. These Units were canceled pursuant to the terms of the Plan in exchange for an amount (the "Unit Amount") in cash for each Unit equal to the closing price of Aetna Common Stock on the closing date under the Merger Agreement.
- F3Previously reported Units granted under the Plan. These Units were canceled pursuant to the terms of the Plan in exchange for an amount in cash for each Unit equal to the Unit Amount.
- F4Restricted Stock Units granted under the Plan on May 18, 2018. These Restricted Stock Units were canceled pursuant to the terms of the Plan in exchange for an amount in cash for each Restricted Stock Unit equal to the closing price of Aetna Common Stock on the closing date under the Merger Agreement
- F5Deferred Restricted Stock Units accrued under the Plan pursuant to the deferral of Restricted Stock Unit grants. These Deferred Restricted Stock Units were canceled pursuant to the terms of the Plan in exchange for an amount in cash for each Deferred Stock Unit equal to the closing price of Aetna Common Stock on the closing date under the Merger Agreement.