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*
Ebling Keith J.

(Last) (First) (Middle)
C/O EXPRESS SCRIPTS, INC.
ONE EXPRESS WAY

(Street)
ST. LOUIS MO 63121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EXPRESS SCRIPTS INC [ ESRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2012
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 02/27/2012 M (1) 20,960 A $9.66 133,555 D
Common Stock 02/27/2012 S (1) 11,122 D $53.63 122,433 D
Common Stock 02/27/2012 A 8,011 A $0 (4) 130,444 D
Common Stock 02/27/2012 A 4,241 A $0 (7) 134,685 D
Common Stock 95,100 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) $9.66 02/27/2012 M (1) 20,960 (2) 03/01/2012 Express Scripts, Inc. Common Stock 20,960 (3) 0 D
Non-Qualified Stock Option (Right-to-Buy) $53.05 02/27/2012 A 55,610 (5) 02/27/2019 Express Scripts, Inc. Common Stock 55,610 (6) 53,610 D
Non-Qualified Stock Option (Right-to-Buy) $53.05 02/27/2012 A 8,208 (8) 02/27/2019 Express Scripts, Inc. Common Stock 8,208 (6) 8,208 D
Explanation of Responses:
1. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Reporting Person on May 27, 2011.
2. Options vest in three equal installments on the first three anniversaries of the grant date.
3. Employee Stock Option granted pursuant to Express Scripts, Inc. 2000 Long-Term Incentive Plan.
4. Grant of Restricted Stock Units pursuant to Express Scripts, Inc. 2011 Long-Term Incentive Plan. Awards vest in three equal installments on February 28, 2013, February 28, 2014, and February 28, 2015.
5. Options veswt in three equal installments on February 28, 2013, February 28, 2014, and February 28, 2015.
6. Employee Stock Option granted pursuant to Express Scripts, Inc. 2011 Long-Term Incentive Plan.
7. Grant of Restricted Stock Units, contingent upon consummation of the transaction set forth in the Agreement and Plan of Merger with Medco Health Solutions, Inc. dated July 20, 2011 ("Medco Merger"). Awards vest in full on February 28, 2014, provided that the Medco Merger transaction is consummated.
8. Employee Stock Options, contingent upon consummation of the transaction set forth in the Agreement and Plan of Merger with Medco Health Solutions, Inc. dated July 20, 2011 ("Medco Merger"). Options vest in full on February 28, 2014, provided that the Medco Merger transaction is consummated.
Remarks:
Keith Ebling 02/29/2012
** 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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