0001567619-18-008652.txt : 20181226
0001567619-18-008652.hdr.sgml : 20181226
20181226184300
ACCESSION NUMBER: 0001567619-18-008652
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: Cordani David
CENTRAL INDEX KEY: 0001318751
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08323
FILM NUMBER: 181253441
MAIL ADDRESS:
STREET 1: CIGNA CORPORATION
STREET 2: 900 COTTAGE GROVE ROAD
CITY: BLOOMFIELD
STATE: CT
ZIP: 06002
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cigna Holding Co
CENTRAL INDEX KEY: 0000701221
STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324]
IRS NUMBER: 061059331
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: CIGNA CORP
DATE OF NAME CHANGE: 20111020
FORMER COMPANY:
FORMER CONFORMED NAME: Cigna Corp
DATE OF NAME CHANGE: 20111019
FORMER COMPANY:
FORMER CONFORMED NAME: CIGNA CORP
DATE OF NAME CHANGE: 19920703
4
1
doc1.xml
FORM 4
X0306
4
2018-12-20
1
0000701221
Cigna Holding Co
CI
0001318751
Cordani David
900 COTTAGE GROVE RD
BLOOMFIELD
CT
06002
1
1
0
0
President and CEO
Common Stock, $.25 Par Value
2018-12-20
4
D
0
305006
0
D
0
D
Common Stock, $.25 Par Value
2018-12-20
4
D
0
1640.1881
0
D
0
I
By 401(k)
Employee Stock Option (Right to Buy)
42.19
2018-12-20
4
D
0
189610
D
2021-03-01
Common Stock, $.25 Par Value
189610
0
D
Employee Stock Option (Right to Buy)
44.425
2018-12-20
4
D
0
200229
D
2022-02-28
Common Stock, $.25 Par Value
200229
0
D
Employee Stock Option (Right to Buy)
58.730
2018-12-20
4
D
0
206843
D
2023-03-05
Common Stock, $.25 Par Value
206843
0
D
Employee Stock Option (Right to Buy)
78.035
2018-12-20
4
D
0
229443
D
2024-02-26
Common Stock, $.25 Par Value
229443
0
D
Employee Stock Option (Right to Buy)
120.895
2018-12-20
4
D
0
159388
D
2025-02-25
Common Stock, $.25 Par Value
159388
0
D
Employee Stock Option (Right to Buy)
139.22
2018-12-20
4
D
0
142801
D
2026-03-01
Common Stock, $.25 Par Value
142801
0
D
Employee Stock Option (Right to Buy)
149.135
2018-12-20
4
D
0
119053
D
2027-02-28
Common Stock, $.25 Par Value
119053
0
D
Employee Stock Option (Right to Buy)
197.35
2018-12-20
4
D
0
93490
D
2028-02-28
Common Stock, $.25 Par Value
93490
0
D
Phantom Stock Units
2018-12-20
4
D
0
3120.6486
D
Common Stock, $.25 Par Value
3120.6486
0
D
Reflects disposition in connection with 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.
Represents shares acquired through ongoing participation in Cigna's 401(k) Plan and disposed of in connection with the Merger.
This option was fully vested and exercisable at the time of the Merger.
In accordance with the terms of the Merger Agreement, each stock option of Cigna outstanding immediately prior to the Effective Time (whether vested or unvested) was automatically converted into an option to purchase shares of New Cigna Common Stock equal to the total number of shares of Cigna Common Stock subject to such option immediately prior to the closing of the Merger and at a per-share exercise price equal to the per-share exercise price of such option.
Two-thirds of this option was vested at the time of the Merger. The option was assumed by New Cigna in the Merger and converted into an option to purchase an equal number of shares of New Cigna Common Stock for $139.22 per share, with the remaining one-third of the option vesting on March 1, 2019.
One-third of this option was vested at the time of the Merger. The option was assumed by New Cigna in the Merger and converted into an option to purchase an equal number of shares of New Cigna Common Stock for $149.135 per share, with the remaining two-thirds of the option vesting in two equal installments on February 28, 2019 and February 28, 2020.
This option, which would have vested in three equal installments beginning on February 28, 2019, was assumed by New Cigna in the Merger and converted into an option to purchase an equal number of shares of New Cigna Common Stock for $197.35 per share on the same vesting terms.
The phantom stock units described in Table II are credited under the Cigna Executive Deferred Compensation Plan. Each phantom stock unit of Cigna is the economic equivalent of one share of Cigna Common Stock that would have been settled in cash. Under the Merger Agreement, each phantom stock unit of Cigna 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/ Amy C. Cook, attorney-in-fact
2018-12-26