SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Wade Sara E

(Last)

(First)

(Middle)

C/O EXPRESS SCRIPTS HOLDING COMPANY

ONE EXPRESS WAY

(Street)

ST. LOUIS

63121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2014

3. Issuer Name and Ticker or Trading Symbol
Express Scripts Holding Co. [ ESRX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, Ch. Human Res. Off.

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	19,707.161	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (Right-to-Buy)	⁽¹⁾	03/06/2020	Express Scripts Holding Company Common Stock	27,234	$58.17	D
Non-Qualified Stock Option (Right-to-Buy)	⁽²⁾	02/27/2019	Express Scripts Holding Company Common Stock	4,596	$53.05	D
Non-Qualified Stock Option (Right-to-Buy)	⁽³⁾	02/27/2019	Express Scripts Holding Company Common Stock	35,983	$53.05	D
Non-Qualfied Stock Option (Right-to-Buy)	⁽⁴⁾	03/02/2018	Express Scripts Holding Company Common Stock	20,348	$56.5	D
Non-Qualified Stock Option (Right-to-Buy)	⁽⁵⁾	02/22/2018	Express Scripts Holding Company Common Stock	3,646	$54.59	D
Phantom Stock Unit⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Express Scripts Holding Company Common Stock	256.7026	⁽⁶⁾	D

Explanation of Responses:

1. Grant of stock options pursuant to the Express Scripts, Inc. 2011 Long-Term Incentive Plan. Vests in three (3) equal installments on February 28, 2014, February 28, 2015, and February 28, 2016.

2. Grant of stock options pursuant to the Express Scripts, Inc. 2011 Long-Term Incentive Plan. Vests on February 28, 2014.

3. Grant of stock options pursuant to the Express Scripts, Inc. 2011 Long-Term Incentive Plan. Vests in three (3) equal installments on February 28, 2013, February 28, 2014, and February 28, 2015.

4. Grant of stock options pursuant to the Express Scripts, Inc. 2000 Long-Term Incentive Plan. Vests in three (3) equal installments on February 28, 2012, February 28, 2013, and February 28, 2014.

5. Grant of stock options pursuant to the Express Scripts, Inc. 2000 Long-Term Incentive Plan. All shares vested on December 14, 2013.

6. Phantom Stock Units credited under the Company's Executive Deferred Compensation Plan. All company credits to the participant's account vest in three (3) years after the plan year to which a particular credit relates. Upon distribution each Phantom Stock Unit converts to one share of the Company's Common Stock.

Remarks:

Ex. 24 - Power of Attorney attached

	/s/ Sara E. Wade	02/07/2014
	** 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 5 (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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