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4//SEC Filing

BOXER MARK L 4

Accession 0001567619-18-008697

CIK 0001739940other
View on SEC.govCompany Profile

Filed

Dec 25, 7:00 PM ET

Accepted

Dec 26, 7:13 PM ET

Size

27.6 KB

Accession

0001567619-18-008697

Insider Transaction Report

Form 4
Period: 2018-12-20
Cigna CorpCI
BOXER MARK L
EVP, Chief Information Officer
Transactions
  • Award

    Employee Stock Option (Right to Buy)

    2018-12-20+7,363→ 7,363 total
    Exercise: $197.35Exp: 2028-02-28→ Common Stock, $0.01 Par Value (7,363 underlying)
  • Award

    Employee Stock Option (Right to Buy)

    2018-12-20+8,627→ 8,627 total
    Exercise: $149.13Exp: 2027-02-28→ Common Stock, $0.01 Par Value (8,627 underlying)
  • Award

    Employee Stock Option (Right to Buy)

    2018-12-20+17,587→ 17,587 total
    Exercise: $58.73Exp: 2023-03-05→ Common Stock, $0.01 Par Value (17,587 underlying)
  • Award

    Employee Stock Option (Right to Buy)

    2018-12-20+10,993→ 10,993 total
    Exercise: $120.89Exp: 2025-02-25→ Common Stock, $0.01 Par Value (10,993 underlying)
  • Award

    Employee Stock Option (Right to Buy)

    2018-12-20+17,846→ 17,846 total
    Exercise: $78.03Exp: 2024-02-26→ Common Stock, $0.01 Par Value (17,846 underlying)
  • Award

    Employee Stock Option (Right to Buy)

    2018-12-20+10,473→ 10,473 total
    Exercise: $139.22Exp: 2026-03-01→ Common Stock, $0.01 Par Value (10,473 underlying)
  • Award

    Common Stock, $0.01 Par Value

    2018-12-20+443.041→ 443.041 total(indirect: By 401(k))
  • Award

    Employee Stock Option (Right to Buy)

    2018-12-20+15,975→ 15,975 total
    Exercise: $44.42Exp: 2022-02-28→ Common Stock, $0.01 Par Value (15,975 underlying)
  • Award

    Common Stock, $0.01 Par Value

    2018-12-20+43,366→ 43,366 total
  • Award

    Employee Stock Option (Right to Buy)

    2018-12-20+8,500→ 8,500 total
    Exercise: $47.06Exp: 2021-05-09→ Common Stock, $0.01 Par Value (8,500 underlying)
Footnotes (8)
  • [F1]Common Stock of Cigna Corporation, f/k/a Halfmoon Parent, Inc. ("New Cigna"), was acquired pursuant to 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]Represents shares acquired through ongoing participation in Cigna's 401(k) Plan and converted into an equivalent number of shares of New Cigna's Common Stock in connection with the Merger.
  • [F4]This option was fully vested and exercisable at the time of the Merger.
  • [F5]In accordance with the terms of the Merger Agreement, each stock option of Cigna outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was automatically converted into an option to purchase shares of New Cigna Common Stock equal to the total number of shares of Cigna Common Stock subject to such option immediately prior to the closing of the Merger and at a per-share exercise price equal to the per-share exercise price of such option.
  • [F6]Two-thirds of this option was vested at the time of the Merger. The option was assumed by New Cigna in the Merger and converted into an option to purchase an equal number of shares of New Cigna Common Stock for $139.22 per share, with the remaining one-third of the option vesting on March 1, 2019.
  • [F7]One-third of this option was vested at the time of the Merger. The option was assumed by New Cigna in the Merger and converted into an option to purchase an equal number of shares of New Cigna Common Stock for $149.135 per share, with the remaining two-thirds of the option vesting in two equal installments on February 28, 2019 and February 28, 2020.
  • [F8]This option, which would have vested in three equal installments beginning on February 28, 2019, was assumed by New Cigna in the Merger and converted into an option to purchase an equal number of shares of New Cigna Common Stock for $197.35 per share on the same vesting terms.

Documents

1 file

Issuer

Cigna Corp

CIK 0001739940

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Entity typeother

Related Parties

1
  • filerCIK 0001238506

Filing Metadata

Form type
4
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 7:13 PM ET
Size
27.6 KB
View on SEC.gov