SEC Form 4 · accession 0001567619-18-008708
Cigna Group · CI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven B Miller
Officer — EVP, Chief Clinical Officer
Period of report
Dec 20, 2018
Accepted (ET)
Dec 26, 2018 · 7:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001739940
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 Par ValueF1,F2 | Dec 20, 2018 | A | 5,666 | $0.00 | A | 5,666 | D | |
| Common Stock, $0.01 Par ValueF3,F1,F2 | Dec 20, 2018 | A | 9,854 | $0.00 | A | 15,520 | D | |
| Common Stock, $0.01 Par ValueF4,F1,F2 | Dec 20, 2018 | A | 14,864 | $0.00 | A | 30,384 | D | |
| Common Stock, $0.01 Par ValueF5,F1,F2 | Dec 20, 2018 | F | 14,253 | $0.00 | A | 16,131 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F7,F6 | $110.4749 | Dec 20, 2018 | A | 1,116 | A | — | Feb 27, 2019 | Common Stock, $0.01 Par Value | 1,116 | 1,116 | D |
| Employee Stock Option (Right to Buy)F7,F6 | $110.4749 | Dec 20, 2018 | A | 12,566 | A | — | Feb 27, 2019 | Common Stock, $0.01 Par Value | 12,566 | 12,566 | D |
| Employee Stock Option (Right to Buy)F7,F6 | $121.1371 | Dec 20, 2018 | A | 8,406 | A | — | Mar 6, 2020 | Common Stock, $0.01 Par Value | 8,406 | 8,406 | D |
| Employee Stock Option (Right to Buy)F7,F6 | $160.6623 | Dec 20, 2018 | A | 9,749 | A | — | Mar 5, 2021 | Common Stock, $0.01 Par Value | 9,749 | 9,749 | D |
| Employee Stock Option (Right to Buy)F7,F6 | $176.6556 | Dec 20, 2018 | A | 10,646 | A | — | Mar 4, 2025 | Common Stock, $0.01 Par Value | 10,646 | 10,646 | D |
| Employee Stock Option (Right to Buy)F7,F6 | $180.7997 | Dec 20, 2018 | A | 2,793 | A | — | Dec 1, 2025 | Common Stock, $0.01 Par Value | 2,793 | 2,793 | D |
| Employee Stock Option (Right to Buy)F7,F8 | $144.8772 | Dec 20, 2018 | A | 17,551 | A | — | Mar 9, 2026 | Common Stock, $0.01 Par Value | 17,551 | 17,551 | D |
| Employee Stock Option (Right to Buy)F7,F9 | $140.8164 | Dec 20, 2018 | A | 19,854 | A | — | Mar 8, 2027 | Common Stock, $0.01 Par Value | 19,854 | 19,854 | D |
| Phantom Stock UnitsF10,F1,F2 | — | Dec 20, 2018 | A | 964 | A | — | — | Common Stock, $0.01 Par Value | 964 | 964 | D |
Explanation of responses
- F1Represents shares of Common Stock of Cigna Corporation, f/k/a Halfmoon Parent, Inc. ("New Cigna") acquired pursuant to the consummation of the mergers (collectively, the "Merger") contemplated by the Agreement and Plan of Merger, dated as of March 8, 2018, as amended by Amendment No. 1, dated as of June 27, 2018, by and among Cigna Corporation (now known as Cigna Holding Company) ("Cigna"), Express Scripts Holding Company ("Express Scripts"), Halfmoon Parent, Inc. (now known as Cigna Corporation), a direct wholly owned subsidiary of Cigna prior to the Merger ("New Cigna"), Halfmoon I, Inc., a direct wholly owned subsidiary of New Cigna prior to the Merger, and Halfmoon II, Inc., a direct wholly owned subsidiary of New Cigna prior to the Merger (the "Merger Agreement"), pursuant to which, at the effective time of the Merger (the "Effective Time"), (continued in following footnote)
- F10In accordance with the terms of the Merger Agreement, each phantom stock unit outstanding immediately prior to the Effective Time was automatically converted into a phantom stock unit, with the same terms and conditions, relating to the number of shares of New Cigna Common Stock determined in accordance with the terms of the Merger Agreement.
- F2(continued from previous footnote) (1) Halfmoon I, Inc. merged with and into Cigna, with Cigna surviving as a wholly owned subsidiary of New Cigna, and (2) Halfmoon II, Inc. merged with and into Express Scripts, with Express Scripts surviving as a wholly owned subsidiary of New Cigna. As a result of the transactions contemplated by the Merger Agreement, New Cigna became a publicly traded corporation, and former Cigna stockholders and former Express Scripts stockholders now own common stock of New Cigna. In the Merger, each share of Express Scripts common stock, par value $0.01 per share ("ESRX Common Stock"), was exchanged for (1) 0.2434 of a share, par value $0.01 per share, of New Cigna ("New Cigna Common Stock") and (2) the right to receive $48.75 in cash, without interest, subject to applicable withholding taxes. The closing price per share of Cigna Common Stock on December 19, 2018 (the last trading day prior to the date of the Effective Time) was $193.30.
- F3Represents New Cigna restricted stock units received in exchange for Express Scripts restricted stock units. In accordance with the terms of the Merger Agreement, each restricted stock unit of Express Scripts outstanding immediately prior to the Effective Time was automatically converted into a restricted stock unit of New Cigna with the same terms and conditions and relating to the number of shares of New Cigna Common Stock determined in accordance with the terms of the Merger Agreement.
- F4Represents shares of New Cigna Common Stock received in exchange for Express Scripts performance share units. In accordance with the terms of the Merger Agreement, each performance share unit of Express Scripts outstanding was cancelled at the Effective Time in exchange for (1) 0.2434 of a share of New Cigna Common Stock and (2) the right to receive $48.75 in cash, without interest, subject to applicable withholding taxes.
- F5Represents shares withheld to satisfy tax obligations upon vesting.
- F6This option was fully vested and exercisable at the time of the Merger.
- F7In connection with the Merger, each stock option of Express Scripts outstanding immediately prior to the Effective Time (whether vested or unvested) was automatically converted into an option, with the same terms and conditions, to purchase the number shares of New Cigna Common Stock as determined in accordance with the terms of the Merger Agreement, with an exercise price determined in accordance with the terms of the Merger Agreement.
- F8Two-thirds of this option was vested at the time of the Merger. The option was assumed by New Cigna in the Merger and converted into an option to purchase shares of New Cigna Common Stock, with the remaining one-third of the option vesting on February 28, 2019.
- F9One-third of this option was vested at the time of the Merger. The option was assumed by New Cigna in the Merger and converted into an option to purchase shares of New Cigna Common Stock, with the remaining two-thirds of the option vesting in two equal installments on February 28, 2019 and February 28, 2020.