Cigna Group — Director's Dealing 2019

Feb 8, 2019

SEC Form 4/A — Form 4/A

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

Reporting Person: ROPER WILLIAM L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-20	Common Stock, $0.01 Par Value	A	5166	—	Acquired	5166	Direct
2018-12-21	Common Stock, $0.01 Par Value	A	201	—	Acquired	5367	Direct

Footnotes

F1: Represents 1,866 shares of Common Stock of Cigna Corporation, f/k/a Halfmoon Parent, Inc. ("New Cigna") and 3,300 Deferred Stock Units of 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. 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. Pursuant to the Merger Agreement, upon closing of the Merger, each Express Scripts deferred stock unit was converted into a deferred stock unit relating to the common stock of New Cigna in accordance with the equity award exchange ratio set forth in the merger agreement.

F3: Prior to the Merger, the reporting person held Express Scripts common stock, restricted stock units and deferred stock units. Each restricted stock unit was converted into a right to receive a cash payment in accordance with the payment ratio set forth in the Merger Agreement and each deferred stock unit was converted into a deferred stock unit relating to the common stock of New Cigna in accordance with the equity award exchange ratio set forth in the Merger Agreement. The Form 4 filed December 26, 2018 inadvertently included the conversion of those restricted stock units and deferred stock units into shares of New Cigna Common Stock based on the merger consideration exchange ratio. This amendment is being filed to correct that administrative error.