SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Paz George (Last) (First) (Middle) C/O EXPRESS SCRIPTS HOLDING COMPANY ONE EXPRESS WAY (Street) ST. LOUIS MO 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) 06/01/2017
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2017		M		69,847	A	(1)	960,401	D
Common Stock	06/01/2017		F		31,851(2)	D	$60.4	928,550	D
Common Stock	11/28/2018		G	V	100,000	D	$0	828,550	D
Common Stock	12/20/2018		D		828,550(3)	D	(3)	0	D
Common Stock	12/20/2018		D		132,527(3)	D	(3)	0	I	By Spouse Trust
Common Stock	12/20/2018		D		132,850(3)	D	(3)	0	I	By Reporting Person's Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)	06/01/2017		M			69,847	06/01/2017	06/01/2017	Express Scripts Holding Company Common Stock	69,847	(1)	0	D
Non-Qualified Stock Option (Right to Buy)	$53.5	12/20/2018		D			209,358	(4)	02/27/2019	Express Scripts Holding Company Common Stock	209,358	$0(5)	0	D
Non-Qualified Stock Units (Right to Buy)	$58.17	12/20/2018		D			210,091	(4)	03/06/2020	Express Scripts Holding Company Common Stock	210,091	$0(5)	0	D
Non-Qualified Stock Option (Right to Buy)	$77.15	12/20/2018		D			221,506	(4)	03/05/2021	Express Scripts Holding Company Common Stock	221,506	$0(5)	0	D
Non-Qualified Stock Option (Right to Buy)	$84.83	12/20/2018		D			189,385	(4)	03/04/2025	Express Scripts Holding Company Common Stock	189,385	$0(5)	0	D
Non-Qualified Stock Option (Right to Buy)	$69.57	12/20/2018		D			249,770	(4)	03/09/2026	Express Scripts Holding Company Common Stock	249,770	$0(5)	0	D
Non-Qualified Stock Option (Right to Buy)	$60.66	12/20/2018		D			8,006	(4)	05/11/2027	Express Scripts Holding Company Common Stock	8,006	$0(5)	0	D

Explanation of Responses:

1. Each share of phantom stock was the economic equivalent of one share of the Issuer's common stock. The Reporting Person settled his shares of phantom stock for shares of the Issuer's common stock.

2. Represents shares tendered to Company to cover Reporting Person's tax liability due upon conversion of phantom stock previously awarded under deferred compensation plans.

3. Pursuant to the agreement and plan of merger ("Merger Agreement") between the Issuer and Cigna Corporation, Halfmoon Parent, Inc., Halfmoon I, Inc. and Halfmoon II, Inc., upon closing of the merger of Halfmoon II, Inc. with and into the Issuer (the "Merger"), each common share of the Issuer was converted into the right to receive 0.2434 shares of Halfmoon Parent, Inc. common stock and $48.75 in cash. Each restricted stock unit granted to the Reporting Person in his capacity as a director of the Issuer was converted into a right to receive a cash payment in accordance with the payment ratio set forth in the Merger Agreement. Each restricted stock unit granted to the Reporting Person in his capacity as an executive officer of the Issuer was converted into a unit with respect to common stock of Halfmoon Parent, Inc. in accordance with the exchange ratio set forth in the Merger Agreement.

4. The options vest on varying dates pursuant to the terms of the plans and/or agreements under which they were granted.

5. Pursuant to the Merger Agreement, upon closing of the Merger, the option was converted into an option to purchase common shares of Halfmoon Parent, Inc. in accordance with the exchange ratio set forth in the Merger Agreement.

Remarks:

	/s/ Nick H. Varsam, as Attorney-in-Fact for George Paz	12/21/2018
	** 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.