0001567619-18-008716.txt : 20181226
0001567619-18-008716.hdr.sgml : 20181226
20181226192240
ACCESSION NUMBER: 0001567619-18-008716
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181220
FILED AS OF DATE: 20181226
DATE AS OF CHANGE: 20181226
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ZARCONE DONNA F
CENTRAL INDEX KEY: 0001243083
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38769
FILM NUMBER: 181253549
MAIL ADDRESS:
STREET 1: C/O HARLEY DAVIDSON
STREET 2: 3700 W. JUNEAU AVE
CITY: MILWAUKEE
STATE: WI
ZIP: 53208
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cigna Corp
CENTRAL INDEX KEY: 0001739940
STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324]
IRS NUMBER: 824991898
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 900 COTTAGE GROVE ROAD
CITY: BLOOMFIELD
STATE: CT
ZIP: 06002
BUSINESS PHONE: 8602266000
MAIL ADDRESS:
STREET 1: 900 COTTAGE GROVE ROAD
CITY: BLOOMFIELD
STATE: CT
ZIP: 06002
FORMER COMPANY:
FORMER CONFORMED NAME: Halfmoon Parent, Inc.
DATE OF NAME CHANGE: 20180508
4
1
doc1.xml
FORM 4
X0306
4
2018-12-20
0
0001739940
Cigna Corp
CI
0001243083
ZARCONE DONNA F
900 COTTAGE GROVE ROAD
BLOOMFIELD
CT
06002
1
0
0
0
Common Stock, $0.01 Par Value
2018-12-20
4
A
0
22663
0
A
22663
D
Phantom Stock Units
2018-12-20
4
A
0
2797
A
Common Stock, $0.01 Par Value
2797
2797
D
Common Stock of Cigna Corporation, f/k/a Halfmoon Parent, Inc. ("New Cigna"), was acquired pursuant to the consummation of the mergers (collectively, the "Merger") contemplated by the Agreement and Plan of Merger, dated as of March 8, 2018, as amended by Amendment No. 1, dated as of June 27, 2018, by and among Cigna Corporation (now known as Cigna Holding Company) ("Cigna"), Express Scripts Holding Company ("Express Scripts"), Halfmoon Parent, Inc. (now known as Cigna Corporation), a direct wholly owned subsidiary of Cigna prior to the Merger ("New Cigna"), Halfmoon I, Inc., a direct wholly owned subsidiary of New Cigna prior to the Merger, and Halfmoon II, Inc., a direct wholly owned subsidiary of New Cigna prior to the Merger (the "Merger Agreement"), pursuant to which, at the effective time of the Merger (the "Effective Time"), (continued in following footnote)
(continued from previous footnote) (1) Halfmoon I, Inc. merged with and into Cigna, with Cigna surviving as a wholly owned subsidiary of New Cigna, and (2) Halfmoon II, Inc. merged with and into Express Scripts, with Express Scripts surviving as a wholly owned subsidiary of New Cigna. As a result of the transactions contemplated by the Merger Agreement, New Cigna became a publicly traded corporation, and former Cigna stockholders and former Express Scripts stockholders now own common stock of New Cigna. In the Merger, each share of Cigna common stock, par value $0.25 per share ("Cigna Common Stock"), was exchanged for one share of common stock, par value $0.01 per share, of New Cigna ("New Cigna Common Stock"). The closing price per share of Cigna Common Stock on December 19, 2018 (the last trading day prior to the date of the Effective Time) was $193.30.
Under the Merger Agreement, each phantom stock unit of Cigna credited under the Deferred Compensation Plan of 2005 for Directors of Cigna Corporation was exchanged for one phantom stock unit of New Cigna, which is the economic equivalent of one share of New Cigna Common Stock and will be settled in cash.
/s/ Jill M. Stadelman, attorney-in-fact
2018-12-26