0001567619-18-008658.txt : 20181226
0001567619-18-008658.hdr.sgml : 20181226
20181226184528
ACCESSION NUMBER: 0001567619-18-008658
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181220
FILED AS OF DATE: 20181226
DATE AS OF CHANGE: 20181226
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HARRIS ISAIAH JR
CENTRAL INDEX KEY: 0001202287
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0303
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08323
FILM NUMBER: 181253452
MAIL ADDRESS:
STREET 1: BELLSOUTH
STREET 2: 2247 NORTHLAKE PARKWAY, SUITE 1026
CITY: TUCKER
STATE: GA
ZIP: 30084
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cigna Holding Co
CENTRAL INDEX KEY: 0000701221
STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324]
IRS NUMBER: 061059331
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 900 COTTAGE GROVE ROAD
CITY: BLOOMFIELD
STATE: CT
ZIP: 06002
BUSINESS PHONE: 8602266000
MAIL ADDRESS:
STREET 1: 900 COTTAGE GROVE ROAD
CITY: BLOOMFIELD
STATE: CT
ZIP: 06002
FORMER COMPANY:
FORMER CONFORMED NAME: CIGNA CORP
DATE OF NAME CHANGE: 20111020
FORMER COMPANY:
FORMER CONFORMED NAME: Cigna Corp
DATE OF NAME CHANGE: 20111019
FORMER COMPANY:
FORMER CONFORMED NAME: CIGNA CORP
DATE OF NAME CHANGE: 19920703
4
1
doc1.xml
FORM 4
X0306
4
2018-12-20
1
0000701221
Cigna Holding Co
CI
0001202287
HARRIS ISAIAH JR
900 COTTAGE GROVE RD
BLOOMFIELD
CT
06002
1
0
0
1
Chairman of the Board
Common Stock, $.25 Par Value
2018-12-20
4
D
0
16370
0
D
0
D
Phantom Stock Units
2018-12-20
4
D
0
23260
D
Common Stock, $.25 Par Value
23260
0
D
Reflects disposition in connection with 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)
(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 Cigna common stock, par value $0.25 per share ("Cigna Common Stock"), was exchanged for one share of common stock, par value $0.01 per share, of New Cigna ("New Cigna Common Stock"). 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.
The phantom stock units described in Table II are credited under the Deferred Compensation Plan of 2005 for Directors of Cigna Corporation. Each phantom stock unit of Cigna is the economic equivalent of one share of Cigna Common Stock that would have been settled in cash. Under the Merger Agreement, each phantom stock unit of Cigna was exchanged for one phantom stock unit of New Cigna, which is the economic equivalent of one share of New Cigna Common Stock and will be settled in cash.
/s/ Jill M. Stadelman, attorney-in-fact
2018-12-26