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: WENTWORTH TIMOTHY C (Pres, Exp Scrpts & Cigna Svcs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-20	Common Stock, $0.01 Par Value	A	64949	—	Acquired	64949	Direct
2018-12-20	Common Stock, $0.01 Par Value	A	98384	—	Acquired	163333	Direct
2018-12-20	Common Stock, $0.01 Par Value	F	94323	—	Acquired	69010	Direct
2018-12-20	Common Stock, $0.01 Par Value	A	38277	—	Acquired	38277	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-20	Employee Stock Option (Right to Buy)	$121.1371	A	15879	Acquired	2020-03-06	Common Stock, $0.01 Par Value (15879)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$160.6623	A	45206	Acquired	2021-03-05	Common Stock, $0.01 Par Value (45206)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$99.1462	A	20687	Acquired	2022-02-24	Common Stock, $0.01 Par Value (20687)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$176.6556	A	51016	Acquired	2025-03-04	Common Stock, $0.01 Par Value (51016)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$144.8772	A	67283	Acquired	2026-03-09	Common Stock, $0.01 Par Value (67283)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$151.4786	A	59095	Acquired	2026-05-04	Common Stock, $0.01 Par Value (59095)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$140.8164	A	130477	Acquired	2027-03-08	Common Stock, $0.01 Par Value (130477)	Direct
2018-12-20	Phantom Stock Units	$	A	1147	Acquired		Common Stock, $0.01 Par Value (1147)	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: Represents New Cigna restricted stock units received in exchange for Express Scripts restricted stock units. In accordance with the terms of the Merger Agreement, each restricted stock unit of Express Scripts outstanding immediately prior to the Effective Time was automatically converted into a restricted stock unit of New Cigna with the same terms and conditions and relating to the number of shares of New Cigna Common Stock determined in accordance with the terms of the Merger Agreement.

F4: Represents shares of New Cigna Common Stock received in exchange for Express Scripts performance share units. In accordance with the terms of the Merger Agreement, each performance share unit of Express Scripts outstanding was cancelled at the Effective Time in exchange for (1) 0.2434 of a share of New Cigna Common Stock and (2) the right to receive $48.75 in cash, without interest, subject to applicable withholding taxes.

F5: Represents shares withheld to satisfy tax obligations upon vesting.

F6: This option was fully vested and exercisable at the time of the Merger.

F7: 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.

F8: 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 shares of New Cigna Common Stock, with the remaining one-third of the option vesting on February 28, 2019.

F9: 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 shares of New Cigna Common Stock, with the remaining one-third of the option vesting on May 4, 2019.

F10: 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 shares of New Cigna Common Stock, with the remaining two-thirds of the option vesting in two equal installments on February 28, 2019 and February 28, 2020.

F11: In accordance with the terms of the Merger Agreement, each phantom stock unit outstanding immediately prior to the Effective Time was automatically converted into a phantom stock unit, with the same terms and conditions, relating to the number of shares of New Cigna Common Stock determined in accordance with the terms of the Merger Agreement.