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: Cordani David (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-20	Common Stock, $0.01 Par Value	A	305006	—	Acquired	305006	Direct
2018-12-20	Common Stock, $0.01 Par Value	A	1640.1881	—	Acquired	1640.1881	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-20	Employee Stock Option (Right to Buy)	$42.19	A	189610	Acquired	2021-03-01	Common Stock, $0.01 Par Value (189610)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$44.425	A	200229	Acquired	2022-02-28	Common Stock, $0.01 Par Value (200229)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$58.730	A	206843	Acquired	2023-03-05	Common Stock, $0.01 Par Value (206843)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$78.035	A	229443	Acquired	2024-02-06	Common Stock, $0.01 Par Value (229443)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$120.895	A	159388	Acquired	2025-02-25	Common Stock, $0.01 Par Value (159388)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$139.22	A	142801	Acquired	2026-03-01	Common Stock, $0.01 Par Value (142801)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$149.135	A	119053	Acquired	2027-02-28	Common Stock, $0.01 Par Value (119053)	Direct
2018-12-20	Employee Stock Option (Right to Buy)	$197.35	A	93490	Acquired	2028-02-28	Common Stock, $0.01 Par Value (93490)	Direct
2018-12-20	Phantom Stock Units	$	A	3120.6468	Acquired		Common Stock, $0.01 Par Value (3120.6486)	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: 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.

F9: 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.