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SABATINO THOMAS J JR 4

Accession 0001122304-18-000165

CIK 0001122304other

Filed

Nov 27, 7:00 PM ET

Accepted

Nov 28, 4:24 PM ET

Size

21.8 KB

Accession

0001122304-18-000165

Insider Transaction Report

Form 4
Period: 2018-11-28
SABATINO THOMAS J JR
EVP and General Counsel
Transactions
  • Disposition to Issuer

    Common Stock

    2018-11-2811,1520 total
  • Disposition to Issuer

    Stock Appreciation Rights

    2018-11-2864,0860 total
    Exercise: $114.46Common Stock (64,086 underlying)
  • Disposition to Issuer

    Performance Stock Units

    2018-11-2817,4740 total
    Common Stock (17,474 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    2018-11-2819,7150 total
    Common Stock (19,715 underlying)
  • Disposition to Issuer

    Stock Appreciation Rights

    2018-11-2867,4170 total
    Exercise: $125.27Common Stock (67,417 underlying)
  • Disposition to Issuer

    Performance Stock Units

    2018-11-288,3820 total
    Common Stock (8,382 underlying)
  • Disposition to Issuer

    Stock Appreciation Rights

    2018-11-2839,2370 total
    Exercise: $114.46Common Stock (39,237 underlying)
  • Disposition to Issuer

    Performance Stock Units

    2018-11-2818,3480 total
    Common Stock (18,348 underlying)
Footnotes (6)
  • [F1]Converted pursuant to the merger agreement (the "Merger Agreement") between CVS Health Corporation ("CVS Health") and Aetna Inc. ("Aetna") into $145 in cash and 0.8378 shares of CVS Health Common Stock for each share of Aetna Common Stock.
  • [F2]Represents Stock Appreciation Rights ("SARs") granted under the Aetna Inc. 2010 Stock Incentive Plan (the "Plan") on May 10, 2016, of which 66.7% had vested. Each vested SAR was canceled pursuant to the terms of the Merger Agreement in exchange for an amount in cash for each SAR equal to (a) $145 plus (b) 0.8378 multiplied by the average of the volume weighted averages of the trading prices of CVS Health Common Stock on each of the five consecutive trading days ending on the trading day two trading days prior to the closing date, less (c) the exercise price (the "SAR Amount"). Each unvested SAR was converted to a CVS Health SAR pursuant to the terms of the Merger Agreement.
  • [F3]Represents SARs granted under the Plan on February 17, 2017, of which 33.3% had vested. Each vested SAR was canceled pursuant to the terms of the Merger Agreement in exchange for an amount in cash equal to the SAR Amount. Each unvested SAR was converted to a CVS Health SAR pursuant to the terms of the Merger Agreement.
  • [F4]Represents Performance Stock Units ("PSUs") earned at a specified level in conjunction with the change in control of Aetna and pursuant to the terms of the relevant PSU award agreement. The PSUs were originally granted under the Plan on May 10, 2016. These PSUs were converted to time-vesting CVS Health Restricted Stock Units ("RSUs") pursuant to the terms of the Merger Agreement.
  • [F5]PSUs earned at a specified level in conjunction with the change in control of Aetna and pursuant to the terms of the relevant PSU award agreement. The PSUs were originally granted under the Plan on February 17, 2017. These PSUs were converted to time-vesting CVS Health RSUs pursuant to the terms of the Merger Agreement.
  • [F6]RSUs granted under the Plan on March 2, 2018. These RSUs were converted to CVS Health RSUs pursuant to the terms of the Merger Agreement.

Issuer

AETNA INC /PA/

CIK 0001122304

Entity typeother

Related Parties

1
  • filerCIK 0001124182

Filing Metadata

Form type
4
Filed
Nov 27, 7:00 PM ET
Accepted
Nov 28, 4:24 PM ET
Size
21.8 KB