X0305 4 2012-04-02 0 0001532063 Express Scripts Holding Co. ESRX 0001451222 Ebling Keith J. C/O EXPRESS SCRIPTS HOLDING COMPANY ONE EXPRESS WAY ST. LOUIS MO 63121 0 1 0 0 EVP & General Counsel Common Stock 2012-04-02 4 A 0 137001 A 137001 D Common Stock 2012-04-02 4 A 0 107586 A 107586 I By Spouse Trust Non-Qualified Stock Option (Right-to-Buy) 11.785 2012-04-02 4 A 0 16000 A 2012-05-24 Express Scripts Holding Company Common Stock 16000 16000 D Stock Appreciation Right 21.8175 2012-04-02 4 A 0 9984 A 2013-02-28 Express Scripts Holding Company Common Stock 9984 9984 D Stock Appreciation Right 19.6625 2012-04-02 4 A 0 16780 A 2014-02-22 Express Scripts Holding Company Common Stock 16780 16780 D Non-Qualified Stock Option (Right-to-Buy) 31.92 2012-04-02 4 A 0 3250 A 2015-02-26 Express Scripts Holding Company Common Stock 3250 3250 D Non-Qualified Stock Option (Right-to-Buy) 31.92 2012-04-02 4 A 0 11226 A 2015-02-26 Express Scripts Holding Company Common Stock 11226 11226 D Non-Qualified Stock Option (Right-to-Buy) 22.87 2012-04-02 4 A 0 22504 A 2016-03-02 Express Scripts Holding Company Common Stock 22504 22504 D Non-Qualified Stock Option (Right-to-Buy) 22.87 2012-04-02 4 A 0 102882 A 2016-03-02 Express Scripts Holding Company Common Stock 102882 102882 D Non-Qualified Stock Option (Right-to-Buy) 49.495 2012-04-02 4 A 0 46710 A 2017-03-03 Express Scripts Holding Company Common Stock 46710 46710 D Non-Qualified Stock Option (Right-to-Buy) 56.50 2012-04-02 4 A 0 45609 A 2018-03-02 Express Scripts Holding Company Common Stock 45609 45609 D Non-Qualified Stock Option (Right-to-Buy) 53.05 2012-04-02 4 A 0 55610 A 2019-02-27 Express Scripts Holding Company Common Stock 55610 55610 D Non-Qualified Stock Option (Right-to-Buy) 53.05 2012-04-02 4 A 0 8208 A 2019-02-27 Express Scripts Holding Company Common Stock 8208 8208 D Phantom Stock Unit 0 2012-04-02 4 A 0 789.405 A Express Scripts Holding Company Common Stock 789.405 789.405 D 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). Vests in three (3) equal installments of the first three (3) anniversaries of the grant date. Vests in three (3) equal installments on December 9, 2009, December 9, 2010 and December 9, 2011. Vests in three (3) equal installments on February 28, 2011, February 28, 2012, and February 28, 2013. Vests in three (3) equal installments on February 28, 2012, February 28, 2013, and February 28, 2014. Vests in three (3) equal installments on February 28, 2013, February 28, 2014, and February 28, 2015. Employee Stock Option, contingent upon consummation of the Medco Merger. Options vest in full on February 28, 2014, provided that the Medco Merger transaction is consummated. Phantom Stock Units credited under Executive Deferred Compensation Plan. Upon distribution each Phantom Stock Unit converts to one share of Common Stock. Shares vest three (3) years after the plan year to which such credit relates . Keith Ebling 2012-04-02