Ownership Submission
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 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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(Print or Type Responses)
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 (Month/Day/Year)
12/20/2018
(Street)

ST. LOUIS, MO 63121		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 12/20/2018   D   45,009.331 (1) D $ 0 0 D  

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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 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
Non-Qualified Stock Option (Right to Buy) $ 58.17 12/20/2018   D     27,234   (2) 03/06/2020 Express Scripts Holding Company Common Shares 27,234 $ 0 (3) 0 D  
Non-Qualified Stock Option (Right to Buy) $ 77.15 12/20/2018   D     23,996   (2) 03/05/2021 Express Scripts Holding Company Common Shares 23,996 $ 0 (3) 0 D  
Non-Qualified Stock Option (Right to Buy) $ 84.83 12/20/2018   D     24,019   (2) 03/04/2025 Express Scripts Holding Company Common Shares 24,019 $ 0 (3) 0 D  
Non-Qualified Stock Option (Right to Buy) $ 69.57 12/20/2018   D     31,678   (2) 03/09/2026 Express Scripts Holding Company Common Shares 31,678 $ 0 (3) 0 D  
Non-Qualified Stock Option (Right to Buy) $ 67.62 12/20/2018   D     30,715   (2) 03/08/2027 Express Scripts Holding Company Common Shares 30,715 $ 0 (3) 0 D  
Phantom Stock Units (4) $ 0 (5) 12/20/2018   D(6)     1,500.5715   (7)   (7) Express Scripts Holding Company Common Shares 1,500.5715 (5) 0 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, MO 63121		       Sr. VP, Clin. Res. & New Sol.  

Signatures

 /s/ Nick H. Varsam, as Attorney-in-Fact for Glen D. Stettin   12/21/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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) 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 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.
(2) The options vest on varying dates pursuant to the terms of the plans and/or agreements under which they were granted.
(3) 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.
(4) Phantom Stock Unit credited under the Company's Executive Deferred Compensation Plan.
(5) Upon distribution, each phantom stock unit would have converted into one share of the Issuer's common stock.
(6) Pursuant to the Merger Agreement, upon closing of the Merger, each phantom stock unit was converted into a stock unit relating to the common stock of Halfmoon Parent, Inc. in accordance with the exchange ratio set forth in the Merger Agreement.
(7) Basic Company Credit by the Issuer to Reporting Person's Account in the Executive Deferred Compensation Plan; shares vest 3 (three) years after the plan year to which such credit relates.

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