SEC Form 4 · accession 0000950138-18-000717

Express Scripts Holding Co. · ESRX

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

Reporting owner

Timothy C Wentworth

Officer — President & CEO · Director

Period of report

Dec 20, 2018

Accepted (ET)

Dec 21, 2018 · 6:04 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	Apr 6, 2018	G	45,327	$0.00	D	139,737	D
Common Stock	Apr 6, 2018	G	45,327	$0.00	A	152,779	I	By trust
Common Stock	Jul 10, 2018	G	4,482	$0.00	D	135,255	D
Common Stock	Jul 10, 2018	G	4,482	$0.00	A	157,261	I	By trust
Common Stock^F1	Dec 20, 2018	D	135,255	—	D	0	D
Common Stock^F1	Dec 20, 2018	D	157,261	—	D	0	I	By trust

Table II — derivative securities

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	$58.17	Dec 20, 2018	D	33,069	D	—	Mar 6, 2020	Express Scripts Holding Company Common Stock	33,069	D
Non-Qualified Stock Option (Right to Buy)^F3,F2	$77.15	Dec 20, 2018	D	94,140	D	—	Mar 5, 2021	Express Scripts Holding Company Common Stock	94,140	D
Non-Qualified Stock Option (Right to Buy)^F3,F2	$47.61	Dec 20, 2018	D	43,081	D	—	Feb 24, 2022	Express Scripts Holding Company Common Stock	43,081	D
Non-Qualified Stock Option (Right to Buy)^F3,F2	$84.83	Dec 20, 2018	D	106,240	D	—	Mar 4, 2025	Express Scripts Holding Company Common Stock	106,240	D
Non-Qualified Stock Option (Right to Buy)^F3,F2	$69.57	Dec 20, 2018	D	140,115	D	—	Mar 9, 2026	Express Scripts Holding Company Common Stock	140,115	D
Non-Qualified Stock Option (Right to Buy)^F3,F2	$72.74	Dec 20, 2018	D	123,064	D	—	May 4, 2026	Express Scripts Holding Company Common Stock	123,064	D
Non-Qualified Stock Option (Right to Buy)^F3,F2	$67.62	Dec 20, 2018	D	271,714	D	—	Mar 8, 2027	Express Scripts Holding Company Common Stock	271,714	D
Phantom Stock Units^F4,F5,F7	$0.00	Dec 20, 2018	D	2,388	D	—	—	Express Scripts Holding Company Common Stock	2,388	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.