Elliott Kelley 4
4 · Express Scripts Holding Co. · Filed Apr 4, 2012
Insider Transaction Report
Form 4
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 totalExercise: $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 totalExercise: $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 totalExercise: $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 totalExercise: $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 totalExercise: $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 totalExercise: $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 totalExercise: $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.