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 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* SKINNER SAMUEL K (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) 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		A(1)		12,893	A	(1)	12,893	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
Non-Qualified Stock Option (Right-to-Buy)	$11.8425	04/02/2012		A(1)		16,000		(2)	05/25/2012	Express Scripts Holding Company Common Stock	16,000	(1)	16,000	D
Stock Appreciation Right	$17.9675	04/02/2012		A(1)		18,740		(2)	05/24/2013	Express Scripts Holding Company Common Stock	18,740	(1)	18,740	D
Stock Appreciation Right	$24.64	04/02/2012		A(1)		16,968		(2)	05/23/2014	Express Scripts Holding Company Common Stock	16,968	(1)	16,968	D
Non-Qualified Stock Option (Right-to-Buy)	$35.845	04/02/2012		A(1)		12,694		(3)	05/28/2015	Express Scripts Holding Company Common Stock	12,694	(1)	12,694	D
Non-Qualified Stock Option (Right-to-Buy)	$30.83	04/02/2012		A(1)		13,128		(4)	05/27/2016	Express Scripts Holding Company Common Stock	13,128	(1)	13,128	D
Non-Qualified Stock Option (Right-to-Buy)	$51.245	04/02/2012		A(1)		8,042		(5)	05/05/2017	Express Scripts Holding Company Common Stock	8,042	(1)	8,042	D
Non-Qualified Stock Option (Right-to-Buy)	$57.59	04/02/2012		A(1)		7,466		(6)	05/04/2018	Express Scripts Holding Company Common Stock	7,466	(1)	7,466	D

Explanation of Responses:

1. Common stock and derivative securities of the Issuer were acquired pursuant to the Agreement and Plan of Merger, dated as of July 20, 2011, as amended on November 7, 2011, by and among Express Scripts, Inc., Medco Health Solutions, Inc., the Issuer, Aristotle Merger Sub, Inc., and Plato Merger Sub, Inc. (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement, Express Scripts, Inc. became a wholly owned subsidiary of the Issuer, and each share of common stock of Express Scripts, Inc. was converted into one share of common stock of the Issuer. Derivative securities relating to the common stock of Express Scripts, Inc. were converted into derivative securities relating to an equal number of shares of common stock of the Issuer 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 May 1, 2009, May 1, 2010, and May 1, 2011.

4. Vests in three (3) equal installments on May 1, 2010, May 1, 2011, and May 1, 2012.

5. Vests in three (3) equal installments on May 1, 2011, May 1, 2012, and May 1, 2013.

6. Vests in three (3) equal installments on May 1, 2012, May 1, 2013, and May 1, 2014.

Remarks:

	Samuel Skinner	04/02/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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