SEC Form 4 · accession 0001567619-18-008711
Cigna Group · CI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
William L Roper
Director
Period of report
Dec 20, 2018
Accepted (ET)
Dec 26, 2018 · 7:20 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 | 4,604 | $0.00 | A | 4,604 | D | |
| Common Stock, $0.01 Par Value | Dec 21, 2018 | A | 201 | $0.00 | A | 4,805 | D | |
| Common Stock, $0.01 Par ValueF1,F2 | Dec 20, 2018 | A | 12 | $0.00 | A | 12 | I | By IRA |
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)F4,F3 | $109.392 | Dec 20, 2018 | A | 3,298 | A | — | May 30, 2019 | Common Stock, $0.01 Par Value | 3,298 | 3,298 | D |
| Employee Stock Option (Right to Buy)F4,F3 | $128.2383 | Dec 20, 2018 | A | 2,819 | A | — | May 9, 2020 | Common Stock, $0.01 Par Value | 2,819 | 2,819 | D |
| Employee Stock Option (Right to Buy)F4,F3 | $139.6294 | Dec 20, 2018 | A | 3,074 | A | — | May 7, 2021 | Common Stock, $0.01 Par Value | 3,074 | 3,074 | D |
| Employee Stock Option (Right to Buy)F4,F3 | $175.0938 | Dec 20, 2018 | A | 2,691 | A | — | May 6, 2025 | Common Stock, $0.01 Par Value | 2,691 | 2,691 | D |
| Employee Stock Option (Right to Buy)F4,F3 | $151.4786 | Dec 20, 2018 | A | 3,376 | A | — | May 4, 2026 | Common Stock, $0.01 Par Value | 3,376 | 3,376 | D |
| Employee Stock Option (Right to Buy)F4,F3 | $126.3224 | Dec 20, 2018 | A | 3,844 | A | — | May 11, 2027 | Common Stock, $0.01 Par Value | 3,844 | 3,844 | 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)
- 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.
- F3This option was fully vested and exercisable at the time of the Merger.
- F4In 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.