Cigna Group — Director's Dealing 2018

Dec 27, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cigna Corp (CI)
CIK: 0001739940
Period of Report: 2018-12-20

Reporting Person: Granger Elder (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-20	Common Stock, $0.01 Par Value	A	1587	—	Acquired	1587	Direct
2018-12-21	Common Stock, $0.01 Par Value	A	201	—	Acquired	1788	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-20	Employee Stock Option (Right to Buy)	$175.0938	A	1547	Acquired	2025-05-06	Common Stock, $0.01 Par Value (1547)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$151.4786	A	3376	Acquired	2026-05-04	Common Stock, $0.01 Par Value (3376)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$126.3224	A	3844	Acquired	2026-05-11	Common Stock, $0.01 Par Value (3844)	Direct

Footnotes

F1: Represents shares of Common Stock of Cigna Corporation, f/k/a Halfmoon Parent, Inc. ("New Cigna") 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 Express Scripts common stock, par value $0.01 per share ("ESRX Common Stock"), was exchanged for (1) 0.2434 of a share, par value $0.01 per share, of New Cigna ("New Cigna Common Stock") and (2) the right to receive $48.75 in cash, without interest, subject to applicable withholding taxes. 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: This option was fully vested and exercisable at the time of the Merger.

F4: In connection with the Merger, each stock option of Express Scripts outstanding immediately prior to the Effective Time (whether vested or unvested) was automatically converted into an option, with the same terms and conditions, to purchase the number shares of New Cigna Common Stock as determined in accordance with the terms of the Merger Agreement, with an exercise price determined in accordance with the terms of the Merger Agreement.