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, INC.
ONE EXPRESS WAY

(Street)
ST. LOUIS MO 63121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EXPRESS SCRIPTS INC [ ESRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2012
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)
Code V Amount (A) or (D) Price
Common Stock 04/02/2012 D (1) 860,737 D (1) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right $21.8175 04/02/2012 D (1) 275,696 (2) 02/28/2013 Express Scripts, Inc. Common Stock 275,696 (1) 0 D
Stock Appreciation Right $19.6625 04/02/2012 D (1) 410,148 (2) 02/22/2014 Express Scripts, Inc. Common Stock 410,148 (1) 0 D
Non-Qualified Stock Option (Right-to-Buy) $31.92 04/02/2012 D (1) 286,552 (2) 02/26/2015 Express Scripts, Inc. Common Stock 286,552 (1) 0 D
Non-Qualified Stock Option (Right-to-Buy) $22.87 04/02/2012 D (1) 394,956 (2) 03/02/2016 Express Scripts, Inc. Common Stock 394,956 (1) 0 D
Non-Qualified Stock Option (Right-to-Buy) $49.495 04/02/2012 D (1) 174,386 (3) 03/03/2017 Express Scripts, Inc. Common Stock 174,386 (1) 0 D
Non-Qualified Stock Option (Right-to-Buy) $56.5 04/02/2012 D (1) 161,666 (4) 03/02/2018 Express Scripts, Inc. Common Stock 161,666 (1) 0 D
Non-Qualified Stock Option (Right-to-Buy) $53.05 04/02/2012 D (1) 209,358 (5) 02/27/2019 Express Scripts, Inc. Common Stock 209,358 (1) 0 D
Phantom Stock Unit $0 04/02/2012 D (1) 67,272.3571 (6) (6) Express Scripts, Inc. Common Stock 67,272.3571 (1) 0 D
Explanation of Responses:
1. Common stock and derivative securities of the Issuer were disposed pursuant to the Agreement and Plan of Merger, dated as of July 20, 2011, as amended on November 7, 2011, by and among the Issuer, Medco Health Solutions, Inc., Express Scripts Holding Company (then named Aristotle Holding, Inc.), Aristotle Merger Sub, Inc., and Plato Merger Sub, Inc. (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement, the Issuer became a wholly owned subsidiary of Express Scripts Holding Company, and each share of common stock of the Issuer was converted into one share of common stock of Express Scripts Holding Company. Derivative securities relating to the common stock of the Issuer were converted into derivative securities relating to an equal number of shares of common stock of Express Scripts Holding Company with substantially the same terms and conditions (including vesting schedule and exercise price, if applicable).
2. Vests in three (3) equal installments of the first three (3) anniversaries of the grant date.
3. Vests in three (3) equal installments on February 28, 2011, February 28, 2012, and February 28, 2013.
4. Vests in three (3) equal installments on February 28, 2012, February 28, 2013, and February 28, 2014.
5. Vests in three (3) equal installments on February 28, 2013, February 28, 2014, and February 28, 2015.
6. Phantom Stock Units credited under Executive Deferred Compensation Plan. Upon distribution each Phantom Stock Unit converts to one share of Common Stock. Shares vest immediately due to Participant's eligibility for retirement under the Executive Deferred Compensation Plan.
Remarks:
George Paz 04/02/2012
** Signature of Reporting Person Date
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