X0305 4 2012-04-02 0 0001532063 Express Scripts Holding Co. ESRX 0001235678 LAHOWCHIC NICHOLAS C/O EXPRESS SCRIPTS HOLDING COMPANY ONE EXPRESS WAY ST. LOUIS MO 63121 1 0 0 0 Common Stock 2012-04-02 4 A 0 26893 A 26893 D Stock Appreciation Right 17.9675 2012-04-02 4 A 0 6246 A 2013-05-24 Express Scripts Holding Company Common Stock 6246 6246 D Stock Appreciation Right 24.64 2012-04-02 4 A 0 16968 A 2014-05-23 Express Scripts Holding Company Common Stock 16968 16968 D Non-Qualified Stock Option (Right-to-Buy) 35.845 2012-04-02 4 A 0 12694 A 2015-05-28 Express Scripts Holding Company Common Stock 12694 12694 D Non-Qualified Stock Option (Right-to-Buy) 30.83 2012-04-02 4 A 0 13128 A 2016-05-27 Express Scripts Holding Company Common Stock 13128 13128 D Non-Qualified Stock Option (Right-to-Buy) 51.245 2012-04-02 4 A 0 8042 A 2017-05-05 Express Scripts Holding Company Common Stock 8042 8042 D Non-Qualified Stock Option (Right-to-Buy) 57.59 2012-04-02 4 A 0 7466 A 2018-05-04 Express Scripts Holding Company Common Stock 7466 7466 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 May 1, 2009, May 1, 2010, and May 1, 2011. Vests in three (3) equal installments on May 1, 2010, May 1, 2011, and May 1, 2012. Vests in three (3) equal installments on May 1, 2011, May 1, 2012, and May 1, 2013. Vests in three (3) equal installments on May 1, 2012, May 1, 2013, and May 1, 2014. Nicholas LaHowchic 2012-04-02