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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
STERNBERG SEYMOUR

(Last) (First) (Middle)
C/O EXPRESS SCRIPTS HOLDING COMPANY
ONE EXPRESS WAY

(Street)
ST. LOUIS MO 63121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Express Scripts Holding Co. [ ESRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2014
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 08/28/2014 M 8,042 A $51.245 12,811 D
Common Stock 08/28/2014 M 7,466 A $57.59 20,277 D
Common Stock 08/28/2014 S 15,508 D $74.116 (1) 4,769 D
Common Stock 33,504 I By GRAT
Common Stock 2,758 I By Spouse Trust
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
Non-Qualified Stock Option (Right-to-Buy) $51.245 08/28/2014 M 8,042 (2) 05/05/2017 Express Scripts Holding Company Common Stock 8,042 (2) 0 D
Non-Qualified Stock Option (Right-to-Buy) $57.59 08/28/2014 M 7,466 (3) 05/04/2018 Express Scripts Holding Company Common Stock 7,466 (3) 0 D
Explanation of Responses:
1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.09 to $74.14, inclusive. The Reporting Person undertakes to provide to Express Scripts Holding Company, any security holder of Express Scripts Holding Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
2. Grant of stock options pursuant to Express Scripts, Inc. 2000 Long-Term Incentive Plan. Vested in three equal installments on May 1, 2011, May 1, 2012, and May 1, 2013.
3. Grant of stock options pursuant to Express Scripts, Inc. 2000 Long-Term Incentive Plan. Vested in three equal installments on May 1, 2012, May 1, 2013, and May 1, 2014.
Remarks:
/s/ Martin P. Akins, as Attorney-in-Fact for Seymour Sternberg 09/02/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.