SEC Form 4 · accession 0001567619-18-008721
Cigna Group · CI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Partridge
Director
Period of report
Dec 20, 2018
Accepted (ET)
Dec 26, 2018 · 8:01 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 | 32,580 | $0.00 | A | 32,580 | D | |
| Common Stock, $0.01 Par ValueF1,F2 | Dec 20, 2018 | A | 1,620 | $0.00 | A | 1,620 | I | By Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Common Stock of Cigna Corporation, f/k/a Halfmoon Parent, Inc. ("New Cigna"), was 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 Cigna common stock, par value $0.25 per share ("Cigna Common Stock"), was exchanged for one share of common stock, par value $0.01 per share, of New Cigna ("New Cigna Common Stock"). 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.