SEC Form 4 · accession 0001567619-18-008665

Cigna Holding Co · CI

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

Reporting owner

Matthew G Manders

Officer — President, Strategy & Solution

Period of report

Dec 20, 2018

Accepted (ET)

Dec 26, 2018 · 6:48 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^F5,F1,F2	Dec 20, 2018	D	37,777	$0.00	D	0	D

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)^F4,F3	$78.035	Dec 20, 2018	D	39,038	D	—	Feb 26, 2024	Common Stock, $.25 Par Value	39,038	D
Employee Stock Option (Right to Buy)^F4,F3	$120.895	Dec 20, 2018	D	30,229	D	—	Feb 25, 2025	Common Stock, $.25 Par Value	30,229	D
Employee Stock Option (Right to Buy)^F4,F3	$139.22	Dec 20, 2018	D	34,035	D	—	Mar 1, 2026	Common Stock, $.25 Par Value	34,035	D
Employee Stock Option (Right to Buy)^F4,F3	$149.135	Dec 20, 2018	D	28,038	D	—	Feb 28, 2027	Common Stock, $.25 Par Value	28,038	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.
F3This option was fully vested and exercisable at the time of the Merger.
F4In 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.
F5Includes 2,352 restricted shares.