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*
Fritch Herbert A

(Last) (First) (Middle)
900 COTTAGE GROVE ROAD

(Street)
BLOOMFIELD CT 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, HealthSpring
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2012
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, $.25 Par Value 01/31/2012 A 37,136(1) A $0(2) 161,395 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
Employee Stock Option (Right to Buy) $14.4 01/31/2012 A 346,882 (3) 02/11/2020 Common Stock, $.25 Par Value 346,882 (4) 346,882 D
Employee Stock Option (Right to Buy) $12.25 01/31/2012 A 157,609 (5) 02/13/2019 Common Stock, $.25 Par Value 157,609 (4) 157,609 D
Employee Stock Option (Right to Buy) $30.13 01/31/2012 A 179,982 (6) 03/07/2021 Common Stock, $.25 Par Value 179,982 (4) 179,982 D
Explanation of Responses:
1. The restrictions with respect to these shares lapse as follows: 50% on February 11, 2012, 25% on February 11, 2013 and 25% on February 11, 2014.
2. See Remarks section.
3. This stock option vests as follows: 50% on February 11, 2012, 25% on February 11, 2013 and 25% on February 11, 2014.
4. These stock options with respect to Cigna common stock were received by the reporting person in exchange for the reporting person's 552,935 stock options with respect to HealthSpring common stock in connection with the Merger. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger on January 31, 2012, each HealthSpring stock option held by the reporting person was converted into an option to purchase the number of shares of Cigna common stock equal to the product of (a) the number of shares of HealthSpring common stock subject to the HealthSpring stock option and (b) the exchange ratio, rounded down to the nearest whole share with an exercise price equal to (i) the exercise price of the HealthSpring stock option divided by (ii) the exchange ratio, rounded up to the nearest cent.
5. This stock option vest as follows: 50% on February 13, 2012 and 50% on February 13, 2013.
6. This stock option vests as follows: 50% on March 7, 2013, 25% on March 7, 2014 and 25% on March 7, 2015.
Remarks:
(2)These restricted shares of Cigna Corporation ("Cigna") common stock were received by the reporting person in exchange for the reporting person's 30,000 restricted shares of HealthSpring, Inc. ("HealthSpring") common stock in connection with the merger of HealthSpring with Cigna Magnolia Corp., a wholly owned subsidiary of Cigna, pursuant to the Agreement and Plan of Merger, dated as of October 24, 2011 among HealthSpring, Cigna and Cigna Magnolia Corp. (such merger, the "Merger," and such agreement, the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger on January 31, 2012, each HealthSpring restricted share award held by the reporting person was converted into a Cigna restricted share award equal to the product of (a) the number of shares of HealthSpring common stock subject to the HealthSpring restricted share award and (b) the exchange ratio, rounded down to the nearest whole share. The exchange ratio is equal to the merger consideration of $55.00 divided by the volume-weighted average price of a share of Cigna common stock on the NYSE during the trading day on January 30, 2012 ($44.4303).
By: Lindsay K. Blackwood, attorney-in-fact 02/02/2012
** 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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