William L Roper Form 4/A Cigna / WILLIAM L ROPER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROPER WILLIAM L

(Last) (First) (Middle)

900 COTTAGE GROVE ROAD

(Street)

BLOOMFIELD CT 06002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cigna Corp [ CI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/26/2018

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 Par Value	12/20/2018		A(1)(2)		5,166(3)	A	$0(1)(2)	5,166(3)	D
Common Stock, $0.01 Par Value	12/21/2018		A		201	A	$0	5,367	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 1,866 shares of Common Stock of Cigna Corporation, f/k/a Halfmoon Parent, Inc. ("New Cigna") and 3,300 Deferred Stock Units of 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)

2. (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. 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. Pursuant to the Merger Agreement, upon closing of the Merger, each Express Scripts deferred stock unit was converted into a deferred stock unit relating to the common stock of New Cigna in accordance with the equity award exchange ratio set forth in the merger agreement.

3. Prior to the Merger, the reporting person held Express Scripts common stock, restricted stock units and deferred stock units. Each restricted stock unit was converted into a right to receive a cash payment in accordance with the payment ratio set forth in the Merger Agreement and each deferred stock unit was converted into a deferred stock unit relating to the common stock of New Cigna in accordance with the equity award exchange ratio set forth in the Merger Agreement. The Form 4 filed December 26, 2018 inadvertently included the conversion of those restricted stock units and deferred stock units into shares of New Cigna Common Stock based on the merger consideration exchange ratio. This amendment is being filed to correct that administrative error.

	/s/ Jill M. Stadelman, attorney-in-fact	02/08/2019
	** Signature of Reporting Person	Date
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