4//SEC Filing
MARTINEZ ROMAN IV 4
Accession 0001567619-18-008649
CIK 0000701221other
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 6:41 PM ET
Size
9.5 KB
Accession
0001567619-18-008649
Insider Transaction Report
Form 4
MARTINEZ ROMAN IV
Director
Transactions
- Disposition to Issuer
Phantom Stock Units
2018-12-20−15,426→ 0 total→ Common Stock, $.25 Par Value (15,426 underlying) - Disposition to Issuer
Common Stock, $.25 Par Value
2018-12-20−46,709→ 0 total
Footnotes (3)
- [F1]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"), (continued in following footnote)
- [F2](continued from previous footnote) (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, 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.
- [F3]The phantom stock units described in Table II are credited under the Deferred Compensation Plan of 2005 for Directors of Cigna Corporation. Each phantom stock unit of Cigna is the economic equivalent of one share of Cigna Common Stock that would have been settled in cash. Under the Merger Agreement, each phantom stock unit of Cigna was exchanged for one phantom stock unit of New Cigna, which is the economic equivalent of one share of New Cigna Common Stock and will be settled in cash.
Documents
Issuer
Cigna Holding Co
CIK 0000701221
Entity typeother
Related Parties
1- filerCIK 0001276303
Filing Metadata
- Form type
- 4
- Filed
- Dec 25, 7:00 PM ET
- Accepted
- Dec 26, 6:41 PM ET
- Size
- 9.5 KB