Sec Form 4 Filing - Stettin Glen D. @ Express Scripts Holding Co. - 2014-03-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Stettin Glen D.
2. Issuer Name and Ticker or Trading Symbol
Express Scripts Holding Co. [ ESRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. VP, Clin. Res. & New Sol.
(Last) (First) (Middle)
C/O EXPRESS SCRIPTS HOLDING COMPANY, ONE EXPRESS WAY
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2014
(Street)
ST. LOUIS, MO63121
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/07/2014 M 15,631 A $ 46.49 41,824.331 D
Common Stock 03/07/2014 M 21,800 A $ 47.61 63,624.331 D
Common Stock 03/07/2014 S 500 D $ 78.654 ( 1 ) 63,124.331 D
Common Stock 03/07/2014 S 43,267 D $ 78.21 ( 2 ) 19,857.331 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivati ve Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right-to-Buy) $ 46.49 03/07/2014 M 15,631 ( 3 ) 02/25/2021 Express Scripts Holding Company Common Stock 15,631 ( 3 ) 0 D
Non-Qualified Stock Option (Right-to-Buy) $ 47.61 03/07/2014 M 21,800 ( 4 ) 02/24/2022 Express Scripts Holding Company Common Stock 21,800 ( 4 ) 43,413 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stettin Glen D.
C/O EXPRESS SCRIPTS HOLDING COMPANY
ONE EXPRESS WAY
ST. LOUIS, MO63121
Sr. VP, Clin. Res. & New Sol.
Signatures
/s/ Glen D. Stettin 03/11/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.65 to $78.67, inclusive. The Reporting Person undertakes to provide to Express Scripts Holding Company, any security holder of Express Scripts Holding Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
( 2 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.64 to $78.63, inclusive. The Reporting Person undertakes to provide to Express Scripts Holding Company, any security holder of Express Scripts Holding Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
( 3 )Grant of stock options pursuant to the Medco Health Solutions, Inc. Amended and Restated Stock Incentive Plan. Vested in three (3) equal installments on February 25, 2012, February 25, 2013, and February 25, 2014.
( 4 )Grant of stock options pursuant to the Medco Health Solutions, Inc. Amended and Restated Stock Incentive Plan. Vests in three (3) equal installments on February 24, 2013, February 24, 2014, and February 24, 2015.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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