0000950138-18-000681.txt : 20181221 0000950138-18-000681.hdr.sgml : 20181221 20181221164129 ACCESSION NUMBER: 0000950138-18-000681 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181220 FILED AS OF DATE: 20181221 DATE AS OF CHANGE: 20181221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Houston Christine CENTRAL INDEX KEY: 0001599612 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35490 FILM NUMBER: 181250094 MAIL ADDRESS: STREET 1: ONE EXPRESS WAY CITY: ST. LOUIS STATE: MO ZIP: 63121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Express Scripts Holding Co. CENTRAL INDEX KEY: 0001532063 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 452884094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE EXPRESS WAY CITY: ST. LOUIS STATE: MO ZIP: 63121 BUSINESS PHONE: 314-996-0900 MAIL ADDRESS: STREET 1: ONE EXPRESS WAY CITY: ST. LOUIS STATE: MO ZIP: 63121 FORMER COMPANY: FORMER CONFORMED NAME: Aristotle Holding, Inc. DATE OF NAME CHANGE: 20111005 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2018-12-20 1 0001532063 Express Scripts Holding Co. ESRX 0001599612 Houston Christine C/O EXPRESS SCRIPTS HOLDING COMPANY ONE EXPRESS WAY ST. LOUIS MO 63121 0 1 0 0 Executive Vice President Common Stock 2018-12-20 4 D 0 98009.719 0 D 0 D Non-Qualified Stock Option (Right to Buy) 58.17 2018-12-20 4 D 0 25288 0 D 2020-03-06 Express Scripts Holding Company Common Stock 25288 0 D Non-Qualified Stock Option (Right to Buy) 77.15 2018-12-20 4 D 0 30457 0 D 2021-03-05 Express Scripts Holding Company Common Stock 30457 0 D Non-Qualified Stock Option (Right to Buy) 84.83 2018-12-20 4 D 0 35105 0 D 2025-03-04 Express Scripts Holding Company Common Stock 35105 0 D Non-Qualified Stock Option (Right to Buy) 69.57 2018-12-20 4 D 0 53609 0 D 2026-03-09 Express Scripts Holding Company Common Stock 53609 0 D Non-Qualified Stock Option (Right to Buy) 67.62 2018-12-20 4 D 0 64975 0 D 2027-03-08 Express Scripts Holding Company Common Stock 64975 0 D Phantom Stock Units 0 2018-12-20 4 D 0 1229.4266 D Express Scripts Holding Company Common Stock 1229.4266 0 D 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 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. The options vest on varying dates pursuant to the terms of the plans and/or agreements under which they were granted. 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. Phantom Stock Unit credited under the Company's Executive Deferred Compensation Plan. Upon distribution, each phantom stock unit would have converted into one share of the Issuer's common stock. Pursuant to the Merger Agreement, upon closing of the Merger, each phantom stock unit was converted into a stock unit relating to the common stock of Halfmoon Parent, Inc. in accordance with the exchange ratio set forth in the Merger Agreement. Basic Company Credit by the Issuer to Reporting Person's Account in the Executive Deferred Compensation Plan; shares vest 3 (three) years after the plan year to which such credit relates. /s/ Nick H. Varsam, as Attorney-in-Fact for Christine A. Houston 2018-12-21