Sec Form 4 Filing - Manders Matthew G @ Cigna Corp - 2018-12-20

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
Manders Matthew G
2. Issuer Name and Ticker or Trading Symbol
Cigna Corp [ CI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, Strategy & Solution
(Last) (First) (Middle)
900 COTTAGE GROVE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/20/2018
(Street)
BLOOMFIELD, CT06002
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, $0.01 Par Value 12/20/2018 A( 1 )( 2 ) 37,777( 3 ) A $ 0( 1 )( 2 ) 37,777 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 Derivative 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
Employee Stock Option (Right to Buy) $ 78.035 12/20/2018 A( 1 )( 2 ) 39,038 ( 4 ) 02/26/2024 Common Stock, $0.01 Par Value 39,038 ( 5 ) 39,038 D
Employee Stock Option (Right to Buy) $ 120.895 12/20/2018 A( 1 )( 2 ) 30,229 ( 4 ) 02/25/2025 Common Stock, $0.01 Par Value 30,229 ( 5 ) 30,229 D
Employee Stock Option (Right to Buy) $ 139.22 12/20/2018 A( 1 )( 2 ) 34,035 ( 4 ) 03/01/2026 Common Stock, $0.01 Par Value 34,035 ( 5 ) 34,035 D
Employee Stock Option (Right to Buy) $ 149.135 12/20/2018 A( 1 )( 2 ) 28,038 ( 4 ) 02/28/2027 Common Stock, $0.01 Par Value 28,038 ( 5 ) 28,038 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Manders Matthew G
900 COTTAGE GROVE ROAD
BLOOMFIELD, CT06002
President, Strategy & Solution
Signatures
/s/ Jill M. Stadelman, attorney-in-fact 12/26/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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)
( 2 )(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.
( 3 )Includes 2,352 restricted shares acquired in the Merger.
( 4 )This option was fully vested and exercisable at the time of the Merger.
( 5 )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.

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