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 *
STERNBERG SEYMOUR
   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)
(Last)
(First)
(Middle)
C/O EXPRESS SCRIPTS HOLDING COMPANY, ONE EXPRESS WAY		 3. Date of Earliest Transaction (Month/Day/Year)
04/02/2012
(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 04/02/2012   A(1)   4,517 A (1) 4,517 D  
Common Stock 04/02/2012   A(1)   32,050 A (1) 32,050 I By Grat
Common Stock 04/02/2012   A(1)   2,758 A (1) 2,758 I By Spouse

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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
Stock Appreciation Right $ 24.64 04/02/2012   A(1)   16,968     (2) 05/23/2014 Expess Scripts Holding Company Common stock 16,968 (1) 16,968 D  
Non-Qualified Stock Option (Right-to-Buy) $ 35.845 04/02/2012   A(1)   12,694     (3) 05/28/2015 Expess Scripts Holding Company Common stock 12,694 (1) 12,694 D  
Non-Qualified Stock Option (Right-to-Buy) $ 30.83 04/02/2012   A(1)   13,128     (4) 05/27/2016 Expess Scripts Holding Company Common stock 13,128 (1) 13,128 D  
Non-Qualified Stock Option (Right-to-Buy) $ 51.245 04/02/2012   A(1)   8,042     (5) 05/05/2017 Expess Scripts Holding Company Common stock 8,042 (1) 8,042 D  
Non-Qualified Stock Option (Right-to-Buy) $ 57.59 04/02/2012   A(1)   7,466     (6) 05/04/2018 Expess Scripts Holding Company Common stock 7,466 (1) 7,466 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STERNBERG SEYMOUR
C/O EXPRESS SCRIPTS HOLDING COMPANY
ONE EXPRESS WAY
ST. LOUIS, MO 63121		   X      

Signatures

 Seymour Sternberg   04/02/2012
**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) 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.

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