Aetna Form 4 AETNA / Mark T Bertolini 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^*

Bertolini Mark T

(Last) (First) (Middle)

151 FARMINGTON AVENUE

(Street)

HARTFORD CT 06156

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AETNA INC /PA/ [ AET ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2017

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

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	03/02/2017		M		8,358(1)	A	(2)	308,066	D
Common Stock	03/02/2017		F		4,091(3)	D	$129.51	303,975	D
Common Stock	03/03/2017		M		9,549(1)	A	(2)	313,524	D
Common Stock	03/03/2017		F		4,674(3)	D	$130.69	308,850	D
Common Stock	03/03/2017		M		83,034(4)	A	(5)	391,884	D
Common Stock	03/03/2017		F		40,638(6)	D	$130.69	351,246	D
Common Stock								120,000	I	by Charitable Lead Annuity Trust ("CLAT")(9)
Common Stock								454,071	I	by Grantor Retained Annuity Trust ("GRAT")(10)

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
Restricted Stock Units	(2)	03/02/2017		M			8,358	(7)	(7)	Common Stock	8,358	$0	8,358	D
Restricted Stock Units	(2)	03/03/2017		M			9,549	(7)	(7)	Common Stock	9,549	$0	0	D
Performance Stock Units	(5)	03/03/2017		M			41,517	(8)	(8)	Common Stock	41,517	$0	0	D

Explanation of Responses:

1. Represents vesting of previously reported Restricted Stock Units granted under the Aetna Inc. 2010 Stock Incentive Plan (the "Plan").

2. Each Restricted Stock Unit represents a right to receive one share of Aetna Inc. Common Stock net of taxes.

3. Represents tax withholding on vesting of previously reported Restricted Stock Units.

4. Represents vesting of previously reported Performance Stock Units granted under the Plan.

5. Each Performance Stock Unit represents a right to receive up to two shares of Aetna Inc. Common Stock net of taxes.

6. Represents tax withholding on vesting of previously reported Performance Stock Units.

7. Restricted Stock Units granted under the Plan.

8. Performance Stock Units granted under the Plan.

9. Represents shares held in Charitable Lead Annuity Trust ("CLAT") where Mr. Bertolini is investment advisor.

10. Represents shares held in a Grantor Retained Annuity Trust ("GRAT") where Mr. Bertolini is sole trustee.

Remarks:

	Mark T. Bertolini by Judith H. Jones, Attorney-in-Fact	03/06/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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