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