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Cigna Group Director's Dealing 2018

Dec 27, 2018

29918_dirs_2018-12-26_205d4f07-f560-4e6b-b83a-411bfcf1d5fe.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Manders Matthew G (President, Strategy & Solution)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-12-20 Common Stock, $0.01 Par Value A 37777 Acquired 37777 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-12-20 Employee Stock Option (Right to Buy) $78.035 A 39038 Acquired 2024-02-26 Common Stock, $0.01 Par Value (39038) Direct
2018-12-20 Employee Stock Option (Right to Buy) $120.895 A 30229 Acquired 2025-02-25 Common Stock, $0.01 Par Value (30229) Direct
2018-12-20 Employee Stock Option (Right to Buy) $139.22 A 34035 Acquired 2026-03-01 Common Stock, $0.01 Par Value (34035) Direct
2018-12-20 Employee Stock Option (Right to Buy) $149.135 A 28038 Acquired 2027-02-28 Common Stock, $0.01 Par Value (28038) Direct

Footnotes

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: Includes 2,352 restricted shares acquired in 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.