SEC Form 4 · accession 0001567619-18-008661
Cigna Holding Co · CI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason D Sadler
Officer — Pres., International Markets
Period of report
Dec 20, 2018
Accepted (ET)
Dec 26, 2018 · 6:46 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 ValueF1,F2 | Dec 20, 2018 | D | 25,339 | $0.00 | D | 0 | 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)F6,F3 | $139.22 | Dec 20, 2018 | D | 4,562 | D | — | Mar 1, 2026 | Common Stock, $.25 Par Value | 4,562 | 0 | D |
| Employee Stock Option (Right to Buy)F6,F4 | $149.135 | Dec 20, 2018 | D | 12,402 | D | — | Feb 28, 2027 | Common Stock, $.25 Par Value | 12,402 | 0 | D |
| Employee Stock Option (Right to Buy)F6,F5 | $197.35 | Dec 20, 2018 | D | 12,271 | D | — | Feb 28, 2028 | Common Stock, $.25 Par Value | 12,271 | 0 | 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"), (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, (continued in following footnote)
- F2(continued from previous footnote) 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.
- F3Two-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.
- F4One-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.
- F5This 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.
- F6In 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.