0001567619-18-008665.txt : 20181226 0001567619-18-008665.hdr.sgml : 20181226 20181226184814 ACCESSION NUMBER: 0001567619-18-008665 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: Manders Matthew G CENTRAL INDEX KEY: 0001480601 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08323 FILM NUMBER: 181253461 MAIL ADDRESS: STREET 1: 1601 CHESTNUT STREET STREET 2: TWO LIBERTY PLACE CITY: PHILADELPHIA STATE: PA ZIP: 19192 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 0001480601 Manders Matthew G 900 COTTAGE GROVE ROAD BLOOMFIELD CT 06002 0 1 0 0 President, Strategy & Solution Common Stock, $.25 Par Value 2018-12-20 4 D 0 37777 0 D 0 D Employee Stock Option (Right to Buy) 78.035 2018-12-20 4 D 0 39038 D 2024-02-26 Common Stock, $.25 Par Value 39038 0 D Employee Stock Option (Right to Buy) 120.895 2018-12-20 4 D 0 30229 D 2025-02-25 Common Stock, $.25 Par Value 30229 0 D Employee Stock Option (Right to Buy) 139.22 2018-12-20 4 D 0 34035 D 2026-03-01 Common Stock, $.25 Par Value 34035 0 D Employee Stock Option (Right to Buy) 149.135 2018-12-20 4 D 0 28038 D 2027-02-28 Common Stock, $.25 Par Value 28038 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"), (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, (continued in following footnote) (continued from previous footnote) 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. This option was fully vested and exercisable at the time of the Merger. In accordance with the terms of the Merger Agreement, each stock option of Cigna outstanding immediately prior to the Effective Time (whether vested or unvested) was automatically converted into an option to purchase shares of New Cigna Common Stock equal to the total number of shares of Cigna Common Stock subject to such option immediately prior to the closing of the Merger and at a per-share exercise price equal to the per-share exercise price of such option. Includes 2,352 restricted shares. /s/ Jill M. Stadelman, attorney-in-fact 2018-12-26