SEC Info - Skinner Samuel K - ‘4’ for 4/2/12 re: Express Scripts Holding Co.

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SKINNER SAMUEL K

(Last)

(First)

(Middle)

C/O EXPRESS SCRIPTS HOLDING COMPANY

ONE EXPRESS WAY

(Street)

ST. LOUIS

63121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Express Scripts Holding Co. [ ESRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
4/2/12

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	4/2/12		A ⁽¹⁾		12,893	A	⁽¹⁾	12,893	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (Right-to-Buy)	$11.8425	4/2/12		A ⁽¹⁾		16,000		⁽²⁾	5/25/12	Express Scripts Holding Company Common Stock	16,000	⁽¹⁾	16,000	D
Stock Appreciation Right	$17.9675	4/2/12		A ⁽¹⁾		18,740		⁽²⁾	5/24/13	Express Scripts Holding Company Common Stock	18,740	⁽¹⁾	18,740	D
Stock Appreciation Right	$24.64	4/2/12		A ⁽¹⁾		16,968		⁽²⁾	5/23/14	Express Scripts Holding Company Common Stock	16,968	⁽¹⁾	16,968	D
Non-Qualified Stock Option (Right-to-Buy)	$35.845	4/2/12		A ⁽¹⁾		12,694		⁽³⁾	5/28/15	Express Scripts Holding Company Common Stock	12,694	⁽¹⁾	12,694	D
Non-Qualified Stock Option (Right-to-Buy)	$30.83	4/2/12		A ⁽¹⁾		13,128		⁽⁴⁾	5/27/16	Express Scripts Holding Company Common Stock	13,128	⁽¹⁾	13,128	D
Non-Qualified Stock Option (Right-to-Buy)	$51.245	4/2/12		A ⁽¹⁾		8,042		⁽⁵⁾	5/5/17	Express Scripts Holding Company Common Stock	8,042	⁽¹⁾	8,042	D
Non-Qualified Stock Option (Right-to-Buy)	$57.59	4/2/12		A ⁽¹⁾		7,466		⁽⁶⁾	5/4/18	Express Scripts Holding Company Common Stock	7,466	⁽¹⁾	7,466	D

Explanation of Responses:

(1) Common stock and derivative securities of the Issuer were acquired pursuant to the Agreement and Plan of Merger, dated as of July 20, 2011, as amended on November 7, 2011, by and among Express Scripts, Inc., Medco Health Solutions, Inc., the Issuer, Aristotle Merger Sub, Inc., and Plato Merger Sub, Inc. (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement, Express Scripts, Inc. became a wholly owned subsidiary of the Issuer, and each share of common stock of Express Scripts, Inc. was converted into one share of common stock of the Issuer. Derivative securities relating to the common stock of Express Scripts, Inc. were converted into derivative securities relating to an equal number of shares of common stock of the Issuer with substantially the same terms and conditions (including vesting schedule and exercise price, if applicable).

(2) Vests in three (3) equal installments of the first three (3) anniversaries of the grant date.

(3) Vests in three (3) equal installments on May 1, 2009, May 1, 2010, and May 1, 2011.

(4) Vests in three (3) equal installments on May 1, 2010, May 1, 2011, and May 1, 2012.

(5) Vests in three (3) equal installments on May 1, 2011, May 1, 2012, and May 1, 2013.

(6) Vests in three (3) equal installments on May 1, 2012, May 1, 2013, and May 1, 2014.

Remarks:

	Samuel Skinner	4/2/12
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Skinner Samuel K – ‘4’ for 4/2/12 re: Express Scripts Holding Co.

On: Wednesday, 4/4/12, at 5:16pm ET · For: 4/2/12 · As: Director · Accession #: 1140361-12-19315 · File #: 1-35490

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Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

‘4’ — Statement of Changes in Beneficial Ownership of Securities by an Insider — doc1.xml/3.5