SEC Form 4 · accession 0000950138-18-000699

Express Scripts Holding Co. · ESRX

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

Reporting owner

George Paz

Director

Period of report

Jun 1, 2017

Accepted (ET)

Dec 21, 2018 · 5:28 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	Jun 1, 2017	M	69,847	—	A	960,401	D
Common Stock^F2	Jun 1, 2017	F	31,851	$60.40	D	928,550	D
Common Stock	Nov 28, 2018	G	100,000	$0.00	D	828,550	D
Common Stock^F3	Dec 20, 2018	D	828,550	—	D	0	D
Common Stock^F3	Dec 20, 2018	D	132,527	—	D	0	I	By Spouse Trust
Common Stock^F3	Dec 20, 2018	D	132,850	—	D	0	I	By Reporting Person's Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Phantom Stock Units^F1	—	Jun 1, 2017	M	69,847	D	Jun 1, 2017	Jun 1, 2017	Express Scripts Holding Company Common Stock	69,847	D
Non-Qualified Stock Option (Right to Buy)^F5,F4	$53.50	Dec 20, 2018	D	209,358	D	—	Feb 27, 2019	Express Scripts Holding Company Common Stock	209,358	D
Non-Qualified Stock Units (Right to Buy)^F5,F4	$58.17	Dec 20, 2018	D	210,091	D	—	Mar 6, 2020	Express Scripts Holding Company Common Stock	210,091	D
Non-Qualified Stock Option (Right to Buy)^F5,F4	$77.15	Dec 20, 2018	D	221,506	D	—	Mar 5, 2021	Express Scripts Holding Company Common Stock	221,506	D
Non-Qualified Stock Option (Right to Buy)^F5,F4	$84.83	Dec 20, 2018	D	189,385	D	—	Mar 4, 2025	Express Scripts Holding Company Common Stock	189,385	D
Non-Qualified Stock Option (Right to Buy)^F5,F4	$69.57	Dec 20, 2018	D	249,770	D	—	Mar 9, 2026	Express Scripts Holding Company Common Stock	249,770	D
Non-Qualified Stock Option (Right to Buy)^F5,F4	$60.66	Dec 20, 2018	D	8,006	D	—	May 11, 2027	Express Scripts Holding Company Common Stock	8,006	D

Explanation of responses

F1Each share of phantom stock was the economic equivalent of one share of the Issuer's common stock. The Reporting Person settled his shares of phantom stock for shares of the Issuer's common stock.
F2Represents shares tendered to Company to cover Reporting Person's tax liability due upon conversion of phantom stock previously awarded under deferred compensation plans.
F3Pursuant 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 granted to the Reporting Person in his capacity as a director of the Issuer was converted into a right to receive a cash payment in accordance with the payment ratio set forth in the Merger Agreement. Each restricted stock unit granted to the Reporting Person in his capacity as an executive officer of the Issuer was converted into a unit with respect to common stock of Halfmoon Parent, Inc. in accordance with the exchange ratio set forth in the Merger Agreement.
F4The options vest on varying dates pursuant to the terms of the plans and/or agreements under which they were granted.
F5Pursuant 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.