FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wade Sara E 		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 and Ch. Human Res. Off.
(Last)          (First)          (Middle)

C/O EXPRESS SCRIPTS HOLDING COMPANY, ONE EXPRESS WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/20/2018
(Street)

ST. LOUIS, MO 63121
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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    79057.161   (1) D $0   0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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)   $53.05   12/20/2018     D         15983      (2) 2/27/2019   Express Scripts Holding Company Common Stock   15983   $0   (3) 0   D  
 
Non-Qualified Stock Option (Right to Buy)   $53.05   12/20/2018     D         4596      (2) 2/27/2019   Express Scripts Holding Company Common Stock   4596   $0   (3) 0   D  
 
Non-Qualified Stock Option (Right to Buy)   $58.17   12/20/2018     D         27234      (2) 3/6/2020   Express Scripts Holding Company Common Stock   27234   $0   (3) 0   D  
 
Non-Qualified Stock Option (Right to Buy)   $77.15   12/20/2018     D         38071      (2) 3/5/2021   Express Scripts Holding Company Common Stock   38071   $0   (3) 0   D  
 
Non-Qualified Stock Option (Right to Buy)   $84.83   12/20/2018     D         39724      (2) 3/4/2025   Express Scripts Holding Company Common Stock   39724   $0   (3) 0   D  
 
Non-Qualified Stock Option (Right to Buy)   $69.57   12/20/2018     D         52390      (2) 3/9/2026   Express Scripts Holding Company Common Stock   52390   $0   (3) 0   D  
 
Non-Qualified Stock Option (Right to Buy)   $67.62   12/20/2018     D         50798      (2) 3/8/2027   Express Scripts Holding Company Common Stock   50798   $0   (3) 0   D  
 
Phantom Stock Units   (4) $0   (5) 12/20/2018     D   (6)       1368.3582      (7)   (7) Express Scripts Holding Company Common Stock   1368.3582     (5) 0   D  
 

Explanation of Responses:
(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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wade Sara E
C/O EXPRESS SCRIPTS HOLDING COMPANY
ONE EXPRESS WAY
ST. LOUIS, MO 63121

Sr. VP and Ch. Human Res. Off.

Signatures
/s/ Nick H. Varsam, as Attorney-in-Fact for Sara E. Wade 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).
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