SEC Form 4 · accession 0000950138-18-000707
Express Scripts Holding Co. · ESRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Neal J. Sample
Officer — Executive VP & COO
Period of report
Dec 20, 2018
Accepted (ET)
Dec 21, 2018 · 5:44 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 StockF1 | Dec 20, 2018 | D | 43,122 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (Right to Buy)F3,F2 | $69.57 | Dec 20, 2018 | D | 38,988 | D | — | Mar 9, 2026 | Express Scripts Holding Company Common Stock | 38,988 | 0 | D |
| Non-Qualified Stock Option (Right to Buy)F3,F2 | $67.62 | Dec 20, 2018 | D | 47,254 | D | — | Mar 8, 2027 | Express Scripts Holding Company Common Stock | 47,254 | 0 | D |
| Phantom Stock UnitsF4,F5,F7 | $0.00 | Dec 20, 2018 | D | 317 | D | — | — | Express Scripts Holding Company Common Stock | 317 | 0 | D |
Explanation of responses
- 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 unit with respect to common stock of Halfmoon Parent, Inc. in accordance with the exchange 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.
- F4Phantom Stock Unit credited under the Company's Executive Deferred Compensation Plan.
- F5Upon distribution, each phantom stock unit would have converted into one share of the Issuer's common stock.
- F6Pursuant to the Merger Agreement, upon closing of the Merger, each phantom stock unit was converted into a stock unit relating to the common stock of Halfmoon Parent, Inc. in accordance with the exchange ratio set forth in the Merger Agreement.
- F7Basic Company Credit by the Issuer to Reporting Person's Account in the Executive Deferred Compensation Plan; shares vest 3 (three) years after the plan year to which such credit relates.