0001122304-18-000160.txt : 20181128 0001122304-18-000160.hdr.sgml : 20181128 20181128161923 ACCESSION NUMBER: 0001122304-18-000160 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181128 FILED AS OF DATE: 20181128 DATE AS OF CHANGE: 20181128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GUERTIN SHAWN M CENTRAL INDEX KEY: 0001231553 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16095 FILM NUMBER: 181205847 MAIL ADDRESS: STREET 1: AETNA INC. STREET 2: 151 FARMINGTON AVENUE CITY: HARTFORD STATE: CT ZIP: 06156 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AETNA INC /PA/ CENTRAL INDEX KEY: 0001122304 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 232229683 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 151 FARMINGTON AVENUE CITY: HARTFORD STATE: CT ZIP: 06156 BUSINESS PHONE: 8602730123 MAIL ADDRESS: STREET 1: 151 FARMINGTON AVENUE CITY: HARTFORD STATE: CT ZIP: 06156 FORMER COMPANY: FORMER CONFORMED NAME: AETNA U S HEALTHCARE INC DATE OF NAME CHANGE: 20000822 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2018-11-28 1 0001122304 AETNA INC /PA/ AET 0001231553 GUERTIN SHAWN M AETNA INC. 151 FARMINGTON AVENUE HARTFORD CT 06156 0 1 0 0 Exec. Vice President, CFO Common Stock 2018-11-28 4 D 0 11058 D 0 D Common Stock 2018-11-28 4 D 0 11174 D 0 I By 2018 GRAT Common Stock 2018-11-28 4 D 0 25000 D 0 I By 2018 CRUT Common Stock 2018-11-28 4 D 0 634.7406 D 0 I By 401(k) Plan Stock Appreciation Rights 100.50 2018-11-28 4 D 0 25715 D Common Stock 25715 0 D Stock Appreciation Rights 116.44 2018-11-28 4 D 0 11415 D Common Stock 11415 0 D Stock Appreciation Rights 103.45 2018-11-28 4 D 0 55376 D Common Stock 55376 0 D Stock Appreciation Rights 125.27 2018-11-28 4 D 0 81864 D Common Stock 81864 0 D Performance Stock Units 2018-11-28 4 D 0 23780 D Common Stock 23780 0 D Performance Stock Units 2018-11-28 4 D 0 10179 D Common Stock 10179 0 D Restricted Stock Units 2018-11-28 4 D 0 23940 D Common Stock 23940 0 D 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. Represents shares held in 2018 Grantor Retained Annuity Trust ("GRAT") for which the Reporting Person is sole trustee. Represents shares held in 2018 Charitable Remainder Unitrust ("CRUT") for which the Reporting Person is sole trustee. Represents the pro rata portion of the stock portion of the Aetna Common Stock Fund held by Reporting Person on October 31, 2018 pursuant to the Aetna Inc. 401(k) Plan. The information is based on information provided by the Plan Trustee as of that date. Represents Stock Appreciation Rights ("SARs") granted under the Aetna Inc. 2010 Stock Incentive Plan (the "Plan") on March 2, 2015. These SARs were canceled pursuant to the terms of the Merger Agreement in exchange for an amount in cash for each SAR equal to (a) $145 plus (b) 0.8378 multiplied by the average of the volume weighted averages of the trading prices of CVS Health Common Stock on each of the five consecutive trading days ending on the trading day two trading days prior to the closing date, less (c) the exercise price (the "SAR Amount"). Represents SARs granted under the Plan on September 24, 2015. These SARs were canceled pursuant to the terms of the Merger Agreement in exchange for an amount in cash for each SAR equal to the SAR Amount. Represents SARs granted under the Plan on February 19, 2016. Of this amount, 50% had vested. Each vested SAR was canceled pursuant to the terms of the Merger Agreement in exchange for an amount in cash equal to the SAR Amount. Each unvested SAR was converted to a CVS Health SAR pursuant to the terms of the Merger Agreement. Represents SARs granted under the Plan on February 17, 2017, of which 33.3% had vested. Each vested SAR was canceled pursuant to the terms of the Merger Agreement in exchange for an amount in cash for each SAR equal to the SAR Amount. Each unvested SAR was converted to a CVS Health SAR pursuant to the terms of the Merger Agreement. Represents Performance Stock Units ("PSUs") earned at a specified level in conjunction with the change in control of Aetna and pursuant to the terms of the relevant PSU award agreement. The PSUs were originally granted under the Plan on February 19, 2016. These PSUs were converted to time-vesting CVS Health Restricted Stock Units ("RSUs") pursuant to the terms of the Merger Agreement. PSUs earned at a specified level in conjunction with the change in control of Aetna and pursuant to the terms of the relevant PSU award agreement. The PSUs were originally granted under the Plan on February 17, 2017. These PSUs were converted to time-vesting CVS Health RSUs pursuant to the terms of the Merger Agreement. RSUs under the Plan granted on March 2, 2018. These RSUs were converted to CVS Health RSUs pursuant to the terms of the Merger Agreement. /s/ Shawn M. Guertin, by Adam F. McAnaney, Attorney-in-fact 2018-11-28