SEC Form 4 · accession 0001122304-18-000174
AETNA INC /PA/ · AET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard J Harrington
Director
Period of report
Nov 28, 2018
Accepted (ET)
Nov 28, 2018 · 4:41 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 | 9,303 | $0.00 | 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 UnitsF1 | — | Nov 28, 2018 | D | 13,076 | D | — | — | Common Stock | 13,076 | 0 | D |
| Phantom Stock UnitsF2 | — | Nov 28, 2018 | D | 6,000 | D | — | — | Common Stock | 6,000 | 0 | D |
| Restricted Stock UnitsF3 | — | Nov 28, 2018 | D | 990 | D | — | — | Common Stock | 990 | 0 | D |
| Deferred Restricted Stock UnitsF4 | — | Nov 28, 2018 | D | 20,829 | D | — | — | Common Stock | 20,829 | 0 | D |
Explanation of responses
- F1Units accrued under the Non-Employee Director Compensation Plan (the "Plan") pursuant to deferral of Director Fees. 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 last trading day prior to the closing date under the merger agreement (the "Merger Agreement") between CVS Health Corporation and Aetna Inc. ("Aetna").
- F2Previously 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.
- F3Previously reported Restricted 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.
- F4Deferred 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 Restricted Stock Unit equal to the closing price of Aetna Common Stock on the closing date under the Merger Agreement.