SEC FORM 4

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^*

ZARCONE DONNA F

(Last)

(First)

(Middle)

900 COTTAGE GROVE ROAD

(Street)

BLOOMFIELD

06002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CIGNA CORP [ CI ]

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)
04/23/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.25 Par Value⁽¹⁾	04/23/2014		A⁽¹⁾		13,500	A	$0.0000	16,581⁽²⁾	D
Common Stock, $.25 Par Value								5,971	I	By 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units⁽¹⁾	⁽¹⁾	04/23/2014		D⁽¹⁾			13,500	⁽¹⁾	⁽¹⁾	Common Stock, $.25 Par Value	13,500	⁽¹⁾	0.0000	D

Explanation of Responses:

1. Reflects (i) the acquisition of restricted stock units (RSUs) in Table I and (ii) the disposition of restricted share equivalents (RSEs) in Table II (i.e., Phantom Stock Units) that were awarded to the reporting person on August 11, 2005. The RSEs were cancelled by mutual agreement of the reporting person and Cigna in exchange for an award of an equal number of RSUs. The RSEs provided for vesting upon nine years of service, age 65 or change of control; the RSU vesting is identical. The RSEs vested on February 11, 2014, and, accordingly, the RSUs were vested at time of award. Upon separation from service, the RSEs would have settled in cash in the amount equal to the value of Cigna's stock price on the separation date multiplied by 13,500. Under the terms of the RSUs, upon separation, the reporting person will instead receive 13,500 shares of Cigna stock. Other than being stock-settled, the terms of the RSUs are identical to the terms of the RSEs.

2. The reporting person's economic interest in Cigna securities also includes other common stock equivalents, the value of which is tied directly to the value of Cigna stock. Under the rules of the Securities and Exchange Commission (SEC), Table I excludes these common stock equivalents because they are settled in cash, rather than Cigna stock, upon separation from service. For more information regarding these securities, please see pages 32 and 83 of Cigna's proxy statement filed with the SEC on March 14, 2014.

	By: Amy Rhoades, attorney-in-fact	04/25/2014
	** 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).
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