SEC FORM 4

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^*

Hall Jeffrey

(Last)

(First)

(Middle)

C/O EXPRESS SCRIPTS HOLDING COMPANY

ONE EXPRESS WAY

(Street)

ST. LOUIS

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/02/2012		A⁽¹⁾		103,357	A	⁽¹⁾	103,357	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (Right-to-Buy)	$35.77	04/02/2012		A⁽¹⁾		71,560		⁽²⁾	05/27/2015	Express Scripts Holding Company Common Stock	71,560	⁽¹⁾	71,560	D
Non-Qualified Stock Option (Right-to-Buy)	$35.77	04/02/2012		A⁽¹⁾		81,102		⁽²⁾	05/27/2015	Express Scripts Holding Company Common Stock	81,102	⁽¹⁾	81,102	D
Non-Qualified Stock Option (Right-to-Buy)	$22.87	04/02/2012		A⁽¹⁾		126,460		⁽²⁾	03/02/2016	Express Scripts Holding Company Common Stock	126,460	⁽¹⁾	126,460	D
Non-Qualified Stock Option (Right-to-Buy)	$49.495	04/02/2012		A⁽¹⁾		59,166		⁽³⁾	03/03/2017	Express Scripts Holding Company Common Stock	59,166	⁽¹⁾	59,166	D
Non-Qualified Stock Option (Right-to-Buy)	$56.5	04/02/2012		A⁽¹⁾		61,747		⁽⁴⁾	03/02/2018	Express Scripts Holding Company Common Stock	61,747	⁽¹⁾	61,747	D
Non-Qualified Stock Option (Right-to-Buy)	$53.05	04/02/2012		A⁽¹⁾		81,780		⁽⁵⁾	02/27/2019	Express Scripts Holding Company Common Stock	81,780	⁽¹⁾	81,780	D
Non-Qualified Stock Option (Right-to-Buy)	$53.05	04/02/2012		A⁽¹⁾		15,595		⁽⁶⁾	02/27/2019	Express Scripts Holding Company Common Stock	15,595	⁽¹⁾	15,595	D
Phantom Stock Unit	$0	04/02/2012		A⁽¹⁾		1,253.825		⁽⁷⁾	⁽⁷⁾	Express Scripts Holding Company Common Stock	1,253.825	⁽¹⁾	1,253.825	D

Explanation of Responses:

1. Common stock and derivative securities of the Issuer were acquired pursuant to the Agreement and Plan of Merger, dated as of July 20, 2011, as amended on November 7, 2011, by and among Express Scripts, Inc., Medco Health Solutions, Inc., the Issuer, Aristotle Merger Sub, Inc., and Plato Merger Sub, Inc. (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement, Express Scripts, Inc. became a wholly owned subsidiary of the Issuer, and each share of common stock of Express Scripts, Inc. was converted into one share of common stock of the Issuer. Derivative securities relating to the common stock of Express Scripts, Inc. were converted into derivative securities relating to an equal number of shares of common stock of the Issuer with substantially the same terms and conditions (including vesting schedule and exercise price, if applicable).

2. Vests in three (3) equal installments of the first three (3) anniversaries of the grant date.

3. Vests in three (3) equal installments on February 28, 2011, February 28, 2012, and February 28, 2013.

4. Vests in three (3) equal installments on February 28, 2012, February 28, 2013, and February 28, 2014.

5. Vests in three (3) equal installments on February 28, 2013, February 28, 2014, and February 28, 2015.

6. Employee Stock Option, contingent upon consummation of the Medco Merger. Options vest in full on February 28, 2014, provided that the Medco Merger transaction is consummated.

7. Phantom Stock Units credited under Executive Deferred Compensation Plan. Upon distribution each Phantom Stock Unit converts to one share of Common Stock. Shares vest three (3) years after the plan year to which such credit relates.

Remarks:

	Jeffrey Hall	04/02/2012
	** 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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