Elliott Kelley 4

Accession 0001140361-12-019236

CIK 0001532063other

View on SEC.gov Company Profile

Filed

Apr 3, 8:00 PM ET

Accepted

Apr 4, 4:46 PM ET

Size

35.1 KB

Accession

0001140361-12-019236

Insider Transaction Report

Form 4

Period: 2012-04-02

Express Scripts Holding Co.ESRX

Elliott Kelley

Chief Accounting Officer

Transactions

Award
Common Stock
2012-04-02+12,164→ 12,164 total
Award
Non-Qualified Stock Option (Right-to-Buy)
2012-04-02+12,028→ 12,028 total
Exercise: $31.92Exp: 2015-02-26→ Express Scripts Holding Company Common Stock (12,028 underlying)
Award
Non-Qualified Stock Option (Right-to-Buy)
2012-04-02+5,358→ 5,358 total
Exercise: $22.87Exp: 2016-03-02→ Express Scripts Holding Company Common Stock (5,358 underlying)
Award
Non-Qualified Stock Option (Right-to-Buy)
2012-04-02+10,742→ 10,742 total
Exercise: $49.49Exp: 2017-03-03→ Express Scripts Holding Company Common Stock (10,742 underlying)
Award
Non-Qualified Stock Option (Right-to-Buy)
2012-04-02+9,262→ 9,262 total
Exercise: $56.50Exp: 2018-03-02→ Express Scripts Holding Company Common Stock (9,262 underlying)
Award
Non-Qualified Stock Option (Right-to-Buy)
2012-04-02+5,472→ 5,472 total
Exercise: $53.05Exp: 2019-02-27→ Express Scripts Holding Company Common Stock (5,472 underlying)
Award
Non-Qualified Stock Option (Right-to-Buy)
2012-04-02+9,813→ 9,813 total
Exercise: $53.05Exp: 2019-02-27→ Express Scripts Holding Company Common Stock (9,813 underlying)
Award
Phantom Stock Unit
2012-04-02+1,330.478→ 1,330.478 total
Exercise: $0.00→ Express Scripts Holding Company Common Stock (1,330.478 underlying)

Footnotes (7)

[F1]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).
[F2]Vests in three (3) equal installments of the first three (3) anniversaries of the grant date.
[F3]Vests in three (3) equal installments on February 28, 2011, February 28, 2012, and February 28, 2013.
[F4]Vests in three (3) equal installments on February 28, 2012, February 28, 2013, and February 28, 2014.
[F5]Employee Stock Option, contingent upon consummation of the Medco Merger. Options vest in full on February 28, 2014, provided that the Medco Merger transaction is consummated.
[F6]Vests in three (3) equal installments on February 28, 2013, February 28, 2014, and February 28, 2015.
[F7]Phantom Stock Units credited under Executive Deferred Compensation Plan. Upon distribution each Phantom Stock Unit converts to one share of Common Stock. Voluntary contribution by Participant in the Executive Deferred Compensation Plan; shares are 100% vested at the time of contribution.

Documents

2 files

Issuer

Express Scripts Holding Co.

CIK 0001532063

→

Entity typeother

Related Parties

filerCIK 0001347672

Filing Metadata

Form type: 4
Filed: Apr 3, 8:00 PM ET
Accepted: Apr 4, 4:46 PM ET
Size: 35.1 KB

View on SEC.gov