SEC Form 4 · accession 0001567619-18-008652

Cigna Holding Co · CI

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

Reporting owner

David Cordani

Officer — President and CEO · Director

Period of report

Dec 20, 2018

Accepted (ET)

Dec 26, 2018 · 6:43 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000701221

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $.25 Par Value^F1,F2	Dec 20, 2018	D	305,006	$0.00	D	0	D
Common Stock, $.25 Par Value^F3,F1,F2	Dec 20, 2018	D	1,640	$0.00	D	0	I	By 401(k)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F5,F4	$42.19	Dec 20, 2018	D	189,610	D	—	Mar 1, 2021	Common Stock, $.25 Par Value	189,610	D
Employee Stock Option (Right to Buy)^F5,F4	$44.425	Dec 20, 2018	D	200,229	D	—	Feb 28, 2022	Common Stock, $.25 Par Value	200,229	D
Employee Stock Option (Right to Buy)^F5,F4	$58.73	Dec 20, 2018	D	206,843	D	—	Mar 5, 2023	Common Stock, $.25 Par Value	206,843	D
Employee Stock Option (Right to Buy)^F5,F4	$78.035	Dec 20, 2018	D	229,443	D	—	Feb 26, 2024	Common Stock, $.25 Par Value	229,443	D
Employee Stock Option (Right to Buy)^F5,F4	$120.895	Dec 20, 2018	D	159,388	D	—	Feb 25, 2025	Common Stock, $.25 Par Value	159,388	D
Employee Stock Option (Right to Buy)^F5,F6	$139.22	Dec 20, 2018	D	142,801	D	—	Mar 1, 2026	Common Stock, $.25 Par Value	142,801	D
Employee Stock Option (Right to Buy)^F5,F7	$149.135	Dec 20, 2018	D	119,053	D	—	Feb 28, 2027	Common Stock, $.25 Par Value	119,053	D
Employee Stock Option (Right to Buy)^F5,F8	$197.35	Dec 20, 2018	D	93,490	D	—	Feb 28, 2028	Common Stock, $.25 Par Value	93,490	D
Phantom Stock Units^F9,F1,F2	—	Dec 20, 2018	D	3,121	D	—	—	Common Stock, $.25 Par Value	3,121	D

Explanation of responses

F1Reflects disposition in connection with 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.
F3Represents shares acquired through ongoing participation in Cigna's 401(k) Plan and disposed of in connection with the Merger.
F4This option was fully vested and exercisable at the time of the Merger.
F5In accordance with the terms of the Merger Agreement, each stock option of Cigna outstanding immediately prior to the Effective Time (whether vested or unvested) was automatically converted into an option to purchase shares of New Cigna Common Stock equal to the total number of shares of Cigna Common Stock subject to such option immediately prior to the closing of the Merger and at a per-share exercise price equal to the per-share exercise price of such option.
F6Two-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 an equal number of shares of New Cigna Common Stock for $139.22 per share, with the remaining one-third of the option vesting on March 1, 2019.
F7One-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 an equal number of shares of New Cigna Common Stock for $149.135 per share, with the remaining two-thirds of the option vesting in two equal installments on February 28, 2019 and February 28, 2020.
F8This option, which would have vested in three equal installments beginning on February 28, 2019, was assumed by New Cigna in the Merger and converted into an option to purchase an equal number of shares of New Cigna Common Stock for $197.35 per share on the same vesting terms.
F9The phantom stock units described in Table II are credited under the Cigna Executive Deferred Compensation Plan. Each phantom stock unit of Cigna is the economic equivalent of one share of Cigna Common Stock that would have been settled in cash. Under the Merger Agreement, each phantom stock unit of Cigna was exchanged for one phantom stock unit of New Cigna, which is the economic equivalent of one share of New Cigna Common Stock and will be settled in cash.