Express Scripts Holding Form 4 Express Scripts Holding / TIMOTHY C WENTWORTH 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^*

WENTWORTH TIMOTHY C

(Last) (First) (Middle)

C/O EXPRESS SCRIPTS HOLDING COMPANY

ONE EXPRESS WAY

(Street)

ST. LOUIS MO 63121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Express Scripts Holding Co. [ ESRX ]

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

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

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

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	04/06/2018		G	V	45,327	D	$0	139,736.667	D
Common Stock	04/06/2018		G	V	45,327	A	$0	152,779	I	By trust
Common Stock	07/10/2018		G	V	4,482	D	$0	135,254.667	D
Common Stock	07/10/2018		G	V	4,482	A	$0	157,261	I	By trust
Common Stock	12/20/2018		D		135,254.667(1)	D	(1)	0	D
Common Stock	12/20/2018		D		157,261(1)	D	(1)	0	I	By trust

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
Non-Qualified Stock Option (Right to Buy)	$58.17	12/20/2018		D			33,069	(2)	03/06/2020	Express Scripts Holding Company Common Stock	33,069	$0(3)	0	D
Non-Qualified Stock Option (Right to Buy)	$77.15	12/20/2018		D			94,140	(2)	03/05/2021	Express Scripts Holding Company Common Stock	94,140	$0(3)	0	D
Non-Qualified Stock Option (Right to Buy)	$47.61	12/20/2018		D			43,081	(2)	02/24/2022	Express Scripts Holding Company Common Stock	43,081	$0(3)	0	D
Non-Qualified Stock Option (Right to Buy)	$84.83	12/20/2018		D			106,240	(2)	03/04/2025	Express Scripts Holding Company Common Stock	106,240	$0(3)	0	D
Non-Qualified Stock Option (Right to Buy)	$69.57	12/20/2018		D			140,115	(2)	03/09/2026	Express Scripts Holding Company Common Stock	140,115	$0(3)	0	D
Non-Qualified Stock Option (Right to Buy)	$72.74	12/20/2018		D			123,064	(2)	05/04/2026	Express Scripts Holding Company Common Stock	123,064	$0(3)	0	D
Non-Qualified Stock Option (Right to Buy)	$67.62	12/20/2018		D			271,714	(2)	03/08/2027	Express Scripts Holding Company Common Stock	271,714	$0(3)	0	D
Phantom Stock Units(4)	$0(5)	12/20/2018		D(6)			2,388.0983	(7)	(7)	Express Scripts Holding Company Common Stock	2,388.0983	(5)	0	D

Explanation of Responses:

1. Pursuant to the agreement and plan of merger ("Merger Agreement") between the Issuer and Cigna Corporation, Halfmoon Parent, Inc., Halfmoon I, Inc. and Halfmoon II, Inc., upon closing of the merger of Halfmoon II, Inc. with and into the Issuer (the "Merger"), each common share of the Issuer was converted into the right to receive 0.2434 shares of Halfmoon Parent, Inc. common stock and $48.75 in cash. Each restricted stock unit was converted into a unit with respect to common stock of Halfmoon Parent, Inc. in accordance with the exchange ratio set forth in the Merger Agreement.

2. The options vest on varying dates pursuant to the terms of the plans and/or agreements under which they were granted.

3. Pursuant to the Merger Agreement, upon closing of the Merger, the option was converted into an option to purchase common shares of Halfmoon Parent, Inc. in accordance with the exchange ratio set forth in the Merger Agreement.

4. Phantom Stock Unit credited under the Company's Executive Deferred Compensation Plan.

5. Upon distribution, each phantom stock unit would have converted into one share of the Issuer's common stock.

6. Pursuant to the Merger Agreement, upon closing of the Merger, each phantom stock unit was converted into a stock unit relating to the common stock of Halfmoon Parent, Inc. in accordance with the exchange ratio set forth in the Merger Agreement.

7. Basic Company Credit by the Issuer to Reporting Person's Account in the Executive Deferred Compensation Plan; shares vest 3 (three) years after the plan year to which such credit relates.

Remarks:

	/s/ Nick H. Varsam, as Attorney-in-Fact for Timothy C. Wentworth	12/21/2018
	** Signature of Reporting Person	Date
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