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^*

Paz George

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2017

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	06/01/2017		M		69,847	A	⁽¹⁾	960,401	D
Common Stock	06/01/2017		F		31,851⁽²⁾	D	$60.4	928,550	D
Common Stock	11/28/2018		G	V	100,000	D	$0	828,550	D
Common Stock	12/20/2018		D		828,550⁽³⁾	D	⁽³⁾	0	D
Common Stock	12/20/2018		D		132,527⁽³⁾	D	⁽³⁾	0	I	By Spouse Trust
Common Stock	12/20/2018		D		132,850⁽³⁾	D	⁽³⁾	0	I	By Reporting Person's 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)
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)
Phantom Stock Units	⁽¹⁾	06/01/2017		M			69,847	06/01/2017	06/01/2017	Express Scripts Holding Company Common Stock	69,847	⁽¹⁾	0	D
Non-Qualified Stock Option (Right to Buy)	$53.5	12/20/2018		D			209,358	⁽⁴⁾	02/27/2019	Express Scripts Holding Company Common Stock	209,358	$0⁽⁵⁾	0	D
Non-Qualified Stock Units (Right to Buy)	$58.17	12/20/2018		D			210,091	⁽⁴⁾	03/06/2020	Express Scripts Holding Company Common Stock	210,091	$0⁽⁵⁾	0	D
Non-Qualified Stock Option (Right to Buy)	$77.15	12/20/2018		D			221,506	⁽⁴⁾	03/05/2021	Express Scripts Holding Company Common Stock	221,506	$0⁽⁵⁾	0	D
Non-Qualified Stock Option (Right to Buy)	$84.83	12/20/2018		D			189,385	⁽⁴⁾	03/04/2025	Express Scripts Holding Company Common Stock	189,385	$0⁽⁵⁾	0	D
Non-Qualified Stock Option (Right to Buy)	$69.57	12/20/2018		D			249,770	⁽⁴⁾	03/09/2026	Express Scripts Holding Company Common Stock	249,770	$0⁽⁵⁾	0	D
Non-Qualified Stock Option (Right to Buy)	$60.66	12/20/2018		D			8,006	⁽⁴⁾	05/11/2027	Express Scripts Holding Company Common Stock	8,006	$0⁽⁵⁾	0	D

Explanation of Responses:

1. Each share of phantom stock was the economic equivalent of one share of the Issuer's common stock. The Reporting Person settled his shares of phantom stock for shares of the Issuer's common stock.

2. Represents shares tendered to Company to cover Reporting Person's tax liability due upon conversion of phantom stock previously awarded under deferred compensation plans.

3. 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 granted to the Reporting Person in his capacity as a director of the Issuer was converted into a right to receive a cash payment in accordance with the payment ratio set forth in the Merger Agreement. Each restricted stock unit granted to the Reporting Person in his capacity as an executive officer of the Issuer 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.

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

5. 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.

Remarks:

	/s/ Nick H. Varsam, as Attorney-in-Fact for George Paz	12/21/2018
	** 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).
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