Ellen M Hancock Form 4 AETNA / ELLEN M HANCOCK 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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X

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^*

HANCOCK ELLEN M

(Last) (First) (Middle)

C/O AETNA INC.

151 FARMINGTON AVE

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2018

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	11/07/2018		G	V	29,416	D	$0	17,210	D
Common Stock	11/08/2018		G	V	17,000	D	$0	210	D
Common Stock	11/28/2018		D		210	D	(1)	0	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
Phantom Stock Units	(2)	11/28/2018		D			61,884.659	(2)	(2)	Common Stock	61,884.659	(2)	0	D
Phantom Stock Units	(3)	11/28/2018		D			38,052	(3)	(3)	Common Stock	38,052	(3)	0	D
Restricted Stock Units	(4)	11/28/2018		D			990	(4)	(4)	Common Stock	990	(4)	0	D
Deferred Restricted Stock Units	(5)	11/28/2018		D			8,103.6418	(5)	(5)	Common Stock	8,103.6418	(5)	0	D

Explanation of Responses:

1. Converted pursuant to the merger agreement (the "Merger Agreement") between CVS Health Corporation ("CVS Health") and Aetna Inc. ("Aetna") into $145 in cash and 0.8378 shares of CVS Health Common Stock for each share of Aetna Common Stock.

2. Units accrued under the Non-Employee Director Compensation Plan (the "Plan") pursuant to deferral of Director Fees and other compensation due upon termination. These Units were canceled pursuant to the terms of the Plan in exchange for an amount (the "Unit Amount") in cash for each Unit equal to the closing price of Aetna Common Stock on the closing date under the Merger Agreement.

3. Previously reported Units granted under the Plan. These Units were canceled pursuant to the terms of the Plan in exchange for an amount in cash for each Unit equal to the Unit Amount.

4. Restricted Stock Units granted under the Plan on May 18, 2018. These Restricted Stock Units were canceled pursuant to the terms of the Plan in exchange for an amount in cash for each Restricted Stock Unit equal to the closing price of Aetna Common Stock on the closing date under the Merger Agreement

5. Deferred Restricted Stock Units accrued under the Plan pursuant to the deferral of Restricted Stock Unit grants. These Deferred Restricted Stock Units were canceled pursuant to the terms of the Plan in exchange for an amount in cash for each Deferred Stock Unit equal to the closing price of Aetna Common Stock on the closing date under the Merger Agreement.

Remarks:

	ELLEN M. HANCOCK, by Edward C. Lee, Attorney-in-Fact	11/28/2018
	** Signature of Reporting Person	Date
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