Aetna Form 4 AETNA / SHAWN M GUERTIN 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^*

GUERTIN SHAWN M

(Last) (First) (Middle)

AETNA INC.

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec. Vice President, CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2017

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	12/18/2017		G	V	3,000	D	$0	41,883	D
Common Stock								627.5529(1)	I	By 401(k) Plan

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
Performance Stock Units	(2)	12/19/2017		A		10,448		(3)	(3)	Common Stock	10,448	$0	10,448	D
Performance Stock Units	(2)	12/19/2017		A		1,546		(4)	(4)	Common Stock	1,546	$0	1,546	D

Explanation of Responses:

1. Represents the pro rata portion of the stock portion of Aetna Common Stock Fund held by reporting person on November 30, 2017 pursuant to Aetna Inc. 401(k) Plan. The information is based on information provided by the Plan Trustee as of that date.

2. Performance Stock Units ("PSUs") granted under the Aetna Inc. 2010 Stock Incentive Plan. Each PSU represents a right to receive up to two shares of Aetna Inc. Common Stock net taxes, depending on performance against the specified Company performance target.

3. PSUs originally granted on March 2, 2015. Units vest based on both service through March 2, 2018 and attaining the specified Company performance target. On December 19, 2017, the Company's Committee on Compensation and Talent Management determined that the performance target had been met at a specified level for the performance period. Units will fully vest in accordance with the Plan if executive remains employed by the Company through March 2, 2018.

4. PSUs originally granted on September 24, 2015. Units vest based on both service through September 24, 2018 and attaining the specified Company performance target. On December 19, 2017, the Company's Committee on Compensation and Talent Management determined that the performance target had been met at a specified level for the performance period. Units will fully vest in accordance with the Plan if executive remains employed by the Company through September 24, 2018.

Remarks:

	Shawn M. Guertin by Judith H. Jones, Attorney-in-fact	12/21/2017
	** 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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