X0305 4 2012-04-02 0 0001532063 Express Scripts Holding Co. ESRX 0001299172 Hall Jeffrey C/O EXPRESS SCRIPTS HOLDING COMPANY ONE EXPRESS WAY ST. LOUIS MO 63121 0 1 0 0 EVP & Chief Financial Officer Common Stock 2012-04-02 4 A 0 103357 A 103357 D Non-Qualified Stock Option (Right-to-Buy) 35.77 2012-04-02 4 A 0 71560 A 2015-05-27 Express Scripts Holding Company Common Stock 71560 71560 D Non-Qualified Stock Option (Right-to-Buy) 35.77 2012-04-02 4 A 0 81102 A 2015-05-27 Express Scripts Holding Company Common Stock 81102 81102 D Non-Qualified Stock Option (Right-to-Buy) 22.87 2012-04-02 4 A 0 126460 A 2016-03-02 Express Scripts Holding Company Common Stock 126460 126460 D Non-Qualified Stock Option (Right-to-Buy) 49.495 2012-04-02 4 A 0 59166 A 2017-03-03 Express Scripts Holding Company Common Stock 59166 59166 D Non-Qualified Stock Option (Right-to-Buy) 56.50 2012-04-02 4 A 0 61747 A 2018-03-02 Express Scripts Holding Company Common Stock 61747 61747 D Non-Qualified Stock Option (Right-to-Buy) 53.05 2012-04-02 4 A 0 81780 A 2019-02-27 Express Scripts Holding Company Common Stock 81780 81780 D Non-Qualified Stock Option (Right-to-Buy) 53.05 2012-04-02 4 A 0 15595 A 2019-02-27 Express Scripts Holding Company Common Stock 15595 15595 D Phantom Stock Unit 0 2012-04-02 4 A 0 1253.825 A Express Scripts Holding Company Common Stock 1253.825 1253.825 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 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. Jeffrey Hall 2012-04-02