PARKER JOHN O 4

4 · EXPRESS SCRIPTS INC · Filed Apr 4, 2012

Form 4

Period: 2012-04-02

Director

Transactions

Disposition to Issuer
Common Stock
2012-04-02−12,893→ 0 total
Disposition to Issuer
Stock Appreciation Right
2012-04-02−18,740→ 0 total
Exercise: $17.97Exp: 2013-05-24→ Express Scripts, Inc. Common Stock (18,740 underlying)
Disposition to Issuer
Stock Appreciation Right
2012-04-02−16,968→ 0 total
Exercise: $24.64Exp: 2014-05-23→ Express Scripts, Inc. Common Stock (16,968 underlying)
Disposition to Issuer
Non-Qualified Stock Option (Right-to-Buy)
2012-04-02−12,694→ 0 total
Exercise: $35.84Exp: 2015-05-28→ Express Scripts, Inc. Common Stock (12,694 underlying)
Disposition to Issuer
Non-Qualified Stock Option (Right-to-Buy)
2012-04-02−13,128→ 0 total
Exercise: $30.83Exp: 2016-05-27→ Express Scripts, Inc. Common Stock (13,128 underlying)
Disposition to Issuer
Non-Qualified Stock Option (Right-to-Buy)
2012-04-02−8,042→ 0 total
Exercise: $51.24Exp: 2017-05-05→ Express Scripts, Inc. Common Stock (8,042 underlying)
Disposition to Issuer
Non-Qualified Stock Option (Right-to-Buy)
2012-04-02−7,466→ 0 total
Exercise: $57.59Exp: 2018-05-04→ Express Scripts, Inc. Common Stock (7,466 underlying)

Footnotes (6)

[F1]Common stock and derivative securities of the Issuer were disposed pursuant to the Agreement and Plan of Merger, dated as of July 20, 2011, as amended on November 7, 2011, by and among the Issuer, Medco Health Solutions, Inc., Express Scripts Holding Company (then named Aristotle Holding, Inc.), Aristotle Merger Sub, Inc., and Plato Merger Sub, Inc. (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement, the Issuer became a wholly owned subsidiary of Express Scripts Holding Company, and each share of common stock of the Issuer was converted into one share of common stock of Express Scripts Holding Company. Derivative securities relating to the common stock of the Issuer were converted into derivative securities relating to an equal number of shares of common stock of Express Scripts Holding Company 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 May 1, 2009, May 1, 2010, and May 1, 2011.
[F4]Vests in three (3) equal installments on May 1, 2010, May 1, 2011, and May 1, 2012.
[F5]Vests in three (3) equal installments on May 1, 2011, May 1, 2012, and May 1, 2013.
[F6]Vests in three (3) equal installments on May 1, 2012, May 1, 2013, and May 1, 2014.

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