0001567619-18-008659.txt : 20181226 0001567619-18-008659.hdr.sgml : 20181226 20181226184552 ACCESSION NUMBER: 0001567619-18-008659 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: ROGERS JAMES E CENTRAL INDEX KEY: 0001024251 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08323 FILM NUMBER: 181253454 MAIL ADDRESS: STREET 1: 526 SOUTH CHURCH STREET STREET 2: EC03T CITY: CHARLOTTE STATE: NC ZIP: 28202 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 0001024251 ROGERS JAMES E 900 COTTAGE GROVE ROAD BLOOMFIELD CT 06002 1 0 0 0 Common Stock, $.25 Par Value 2018-12-20 4 D 0 38453 0 D 0 D Phantom Stock Units 2018-12-20 4 D 0 11896 D Common Stock, $.25 Par Value 11896 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. The phantom stock units described in Table II are credited under the Deferred Compensation Plan of 2005 for Directors of Cigna Corporation. 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. This statement of beneficial ownership is being filed voluntarily. The reporting person ceased being a director on December 18, 2018. /s/ Jill M. Stadelman, attorney-in-fact 2018-12-26