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*
Miller Steven B

(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)
EVP, Chief Clinical Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2018
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, $0.01 Par Value 12/20/2018 A(1)(2) 5,666 A $0(1)(2) 5,666 D
Common Stock, $0.01 Par Value 12/20/2018 A(1)(2) 9,854(3) A $0(1)(2) 15,520 D
Common Stock, $0.01 Par Value 12/20/2018 A(1)(2) 14,864(4) A $0(1)(2) 30,384 D
Common Stock, $0.01 Par Value 12/20/2018 F 14,253(5) A $0(1)(2) 16,131 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) $110.4749(7) 12/20/2018 A 1,116 (6) 02/27/2019 Common Stock, $0.01 Par Value 1,116 (7) 1,116 D
Employee Stock Option (Right to Buy) $110.4749(7) 12/20/2018 A 12,566 (6) 02/27/2019 Common Stock, $0.01 Par Value 12,566 (7) 12,566 D
Employee Stock Option (Right to Buy) $121.1371(7) 12/20/2018 A 8,406 (6) 03/06/2020 Common Stock, $0.01 Par Value 8,406 (7) 8,406 D
Employee Stock Option (Right to Buy) $160.6623(7) 12/20/2018 A 9,749 (6) 03/05/2021 Common Stock, $0.01 Par Value 9,749 (7) 9,749 D
Employee Stock Option (Right to Buy) $176.6556(7) 12/20/2018 A 10,646 (6) 03/04/2025 Common Stock, $0.01 Par Value 10,646 (7) 10,646 D
Employee Stock Option (Right to Buy) $180.7997(7) 12/20/2018 A 2,793 (6) 12/01/2025 Common Stock, $0.01 Par Value 2,793 (7) 2,793 D
Employee Stock Option (Right to Buy) $144.8772(7) 12/20/2018 A 17,551 (8) 03/09/2026 Common Stock, $0.01 Par Value 17,551 (7) 17,551 D
Employee Stock Option (Right to Buy) $140.8164(7) 12/20/2018 A 19,854 (9) 03/08/2027 Common Stock, $0.01 Par Value 19,854 (7) 19,854 D
Phantom Stock Units(10) (1)(2)(10) 12/20/2018 A 964 (10) (10) Common Stock, $0.01 Par Value 964 (1)(2)(10) 964 D
Explanation of Responses:
1. Represents shares of Common Stock of Cigna Corporation, f/k/a Halfmoon Parent, Inc. ("New Cigna") acquired pursuant to the consummation of the mergers (collectively, the "Merger") contemplated by the Agreement and Plan of Merger, dated as of March 8, 2018, as amended by Amendment No. 1, dated as of June 27, 2018, by and among Cigna Corporation (now known as Cigna Holding Company) ("Cigna"), Express Scripts Holding Company ("Express Scripts"), Halfmoon Parent, Inc. (now known as Cigna Corporation), a direct wholly owned subsidiary of Cigna prior to the Merger ("New Cigna"), Halfmoon I, Inc., a direct wholly owned subsidiary of New Cigna prior to the Merger, and Halfmoon II, Inc., a direct wholly owned subsidiary of New Cigna prior to the Merger (the "Merger Agreement"), pursuant to which, at the effective time of the Merger (the "Effective Time"), (continued in following footnote)
2. (continued from previous footnote) (1) Halfmoon I, Inc. merged with and into Cigna, with Cigna surviving as a wholly owned subsidiary of New Cigna, and (2) Halfmoon II, Inc. merged with and into Express Scripts, with Express Scripts surviving as a wholly owned subsidiary of New Cigna. As a result of the transactions contemplated by the Merger Agreement, New Cigna became a publicly traded corporation, and former Cigna stockholders and former Express Scripts stockholders now own common stock of New Cigna. In the Merger, each share of Express Scripts common stock, par value $0.01 per share ("ESRX Common Stock"), was exchanged for (1) 0.2434 of a share, par value $0.01 per share, of New Cigna ("New Cigna Common Stock") and (2) the right to receive $48.75 in cash, without interest, subject to applicable withholding taxes. The closing price per share of Cigna Common Stock on December 19, 2018 (the last trading day prior to the date of the Effective Time) was $193.30.
3. Represents New Cigna restricted stock units received in exchange for Express Scripts restricted stock units. In accordance with the terms of the Merger Agreement, each restricted stock unit of Express Scripts outstanding immediately prior to the Effective Time was automatically converted into a restricted stock unit of New Cigna with the same terms and conditions and relating to the number of shares of New Cigna Common Stock determined in accordance with the terms of the Merger Agreement.
4. Represents shares of New Cigna Common Stock received in exchange for Express Scripts performance share units. In accordance with the terms of the Merger Agreement, each performance share unit of Express Scripts outstanding was cancelled at the Effective Time in exchange for (1) 0.2434 of a share of New Cigna Common Stock and (2) the right to receive $48.75 in cash, without interest, subject to applicable withholding taxes.
5. Represents shares withheld to satisfy tax obligations upon vesting.
6. This option was fully vested and exercisable at the time of the Merger.
7. In connection with the Merger, each stock option of Express Scripts outstanding immediately prior to the Effective Time (whether vested or unvested) was automatically converted into an option, with the same terms and conditions, to purchase the number shares of New Cigna Common Stock as determined in accordance with the terms of the Merger Agreement, with an exercise price determined in accordance with the terms of the Merger Agreement.
8. Two-thirds of this option was vested at the time of the Merger. The option was assumed by New Cigna in the Merger and converted into an option to purchase shares of New Cigna Common Stock, with the remaining one-third of the option vesting on February 28, 2019.
9. One-third of this option was vested at the time of the Merger. The option was assumed by New Cigna in the Merger and converted into an option to purchase shares of New Cigna Common Stock, with the remaining two-thirds of the option vesting in two equal installments on February 28, 2019 and February 28, 2020.
10. In accordance with the terms of the Merger Agreement, each phantom stock unit outstanding immediately prior to the Effective Time was automatically converted into a phantom stock unit, with the same terms and conditions, relating to the number of shares of New Cigna Common Stock determined in accordance with the terms of the Merger Agreement.
/s/ Jill M. Stadelman, attorney-in-fact 12/26/2018
** Signature of Reporting Person Date
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