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^*

BOUDREAU THOMAS M

(Last)

(First)

(Middle)

C/O EXPRESS SCRIPTS, INC.

ONE EXPRESS WAY

(Street)

ST. LOUIS

63121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EXPRESS SCRIPTS INC [ ESRX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP, Law & Strategy

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2009

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	04/01/2009		D		6,826⁽¹⁾	D	$0	62,753	D
Common Stock	04/01/2009		A		3,527	A	$0⁽²⁾	66,280	D
Common Stock								50	I	By spouse

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)
Stock Appreciation Right	$39.325	04/01/2009		D⁽³⁾			46,608	⁽²⁾	02/22/2014	Express Scripts, Inc. Common Stock	46,608	⁽²⁾	0	D
Stock Appreciation Right	$39.325	04/01/2009		A⁽³⁾		39,099		⁽²⁾	01/01/2013	Express Scripts, Inc. Common Stock	39,099	⁽²⁾	39,099	D

Explanation of Responses:

1. Forfeiture of unvested Restricted Stock awards upon retirement.

2. Grant of Restricted Stock Units pursuant to Express Scripts, Inc. 2000 Long-Term Incentive Plan. Restrictions lapse for 2,516 units on February 22, 2010 and for 1,011 units on February 22, 2011.

3. The two reported transactions involved an amendment of an outstanding stock appreciation right in connection with Mr. Boudreau's early retirement, resulting in the deemed cancellation of the "old" stock appreciation right and the grant of a replacement stock appreciation right. The stock appreciation right was originally granted on February 22, 2007, and vested in three equal annual installments. Under the amendment, a pro rated portion of the unvested stock appreciation rights (8,027 stock appreciation rights) will continue to vest in accordance with its terms as if Mr. Boudreau were still employed by the Company and will vest on February 22, 2010, while the remaining unvested stock appreciation rights (7,509 stock appreciation rights) were forfeited. The stock appreciation rights will remain exercisable until January 1, 2013.

Remarks:

	Thomas M. Boudreau	04/03/2009
	** 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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