SEC Form 4 · accession 0000950138-18-000675

Express Scripts Holding Co. · ESRX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Dec 20, 2018

Accepted (ET)

Dec 21, 2018 · 4:27 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001532063

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Dec 20, 2018	D	6,523	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (Right to Buy)^F3,F2	$84.08	Dec 20, 2018	D	3,222	D	—	May 6, 2025	Express Scripts Holding Company Common Stock	3,222	D
Non-Qualified Stock Option (Right to Buy)^F3,F2	$72.74	Dec 20, 2018	D	7,032	D	—	May 4, 2026	Express Scripts Holding Company Common Stock	7,032	D
Non-Qualified Stock Option (Right to Buy)^F3,F2	$60.66	Dec 20, 2018	D	8,006	D	—	May 11, 2027	Express Scripts Holding Company Common Stock	8,006	D

F1Pursuant to the agreement and plan of merger ("Merger Agreement") between the Issuer and Cigna Corporation, Halfmoon Parent, Inc., Halfmoon I, Inc. and Halfmoon II, Inc., upon closing of the merger of Halfmoon II, Inc. with and into the Issuer (the "Merger"), each common share of the Issuer was converted into the right to receive 0.2434 shares of Halfmoon Parent, Inc. common stock and $48.75 in cash. Each restricted stock unit was converted into a right to receive a cash payment in accordance with the payment ratio set forth in the Merger Agreement.
F2The options vest on varying dates pursuant to the terms of the plans and/or agreements under which they were granted.
F3Pursuant to the Merger Agreement, upon closing of the Merger, the option was converted into an option to purchase common shares of Halfmoon Parent, Inc. in accordance with the exchange ratio set forth in the Merger Agreement.