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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qualified Stock Option (Right-to-Buy) | $ 22.87 | 04/02/2012 | D(1) | 10,954 | (2) | 03/02/2016 | Express Scripts, inc. Common Stock | 10,954 | (1) | 0 | D | ||||
Non-Qualified Stock Option (Right-to-Buy) | $ 30.83 | 04/02/2012 | D(1) | 4,748 | (3) | 05/27/2016 | Express Scripts, inc. Common Stock | 4,748 | (1) | 0 | D | ||||
Non-Qualified Stock Option (Right-to-Buy) | $ 51.245 | 04/02/2012 | D(1) | 8,042 | (4) | 05/05/2017 | Express Scripts, inc. Common Stock | 8,042 | (1) | 0 | D | ||||
Non-Qualified Stock Option (Right-to-Buy) | $ 57.59 | 04/02/2012 | D(1) | 7,466 | (5) | 05/04/2018 | Express Scripts, inc. Common Stock | 7,466 | (1) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mergenthaler Frank C/O EXPRESS SCRIPTS, INC. ONE EXPRESS WAY ST. LOUIS, MO 63121 |
X |
Frank Mergenthaler | 04/02/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Common stock and derivative securities of the Issuer were disposed pursuant to the Agreement and Plan of Merger, dated as of July 20, 2011, as amended on November 7, 2011, by and among the Issuer, Medco Health Solutions, Inc., Express Scripts Holding Company (then named Aristotle Holding, Inc.), Aristotle Merger Sub, Inc., and Plato Merger Sub, Inc. (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement, the Issuer became a wholly owned subsidiary of Express Scripts Holding Company, and each share of common stock of the Issuer was converted into one share of common stock of Express Scripts Holding Company. Derivative securities relating to the common stock of the Issuer were converted into derivative securities relating to an equal number of shares of common stock of Express Scripts Holding Company 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, 2010, May 1, 2011, and May 1, 2012. |
(4) | Vests in three (3) equal installments on May 1, 2011, May 1, 2012, and May 1, 2013. |
(5) | Vests in three (3) equal installments on May 1, 2012, May 1, 2013, and May 1, 2014. |