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 *
MYERS WOODROW A JR
   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)
09/14/2016
(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 09/14/2016   M   1,166 A $ 57.59 14,918 D  
Common Stock 09/14/2016   M   6,870 A $ 52.53 21,788 D  
Common Stock 09/14/2016   M   4,000 A $ 61.58 25,788 D  
Common Stock 09/14/2016   S   12,036 D $ 70.404 (1) 13,752 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) $ 57.59 09/14/2016   M     1,166   (2) 05/04/2018 Express Scripts Holding Company Common Stock 1,166 (2) 0 D  
Non-Qualified Stock Option (Right-to-Buy) $ 52.53 09/14/2016   M     6,870   (3) 05/30/2019 Express Scripts Holding Company Common Stock 6,870 (3) 0 D  
Non-Qualified Stock Option (Right-to-Buy) $ 61.58 09/14/2016   M     4,000   (4) 05/09/2020 Express Scripts Holding Company Common Stock 4,000 (4) 1,872 D  

Reporting Owners

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

Signatures

 /s/ Joseph J. Satorius, as Attorney-in-Fact for Woodrow A. Myers, Jr.   09/16/2016
**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) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.39 to $70.406, inclusive. The Reporting Person undertakes to provide to Express Scripts Holding Company, any security holder of Express Scripts Holding Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(2) Grant of stock options pursuant to the Express Scripts, Inc. 2000 Long-Term Incentive Plan. Vested in three (3) equal installments on May 1, 2012, May 1, 2013, and May 1, 2014.
(3) Grant of stock options pursuant to the Express Scripts, Inc. 2011 Long-Term Incentive Plan. Vested in three (3) equal installments on May 1, 2013, May 1, 2014, and May 1, 2015.
(4) Grant of stock options pursuant to the Express Scripts, Inc. 2011 Long-Term Incentive Plan. Vested in three (3) equal installments on May 1, 2014, May 1, 2015, and May 1, 2016.
 
Remarks:
EXHIBIT LIST - Exhibit 24 - Power of Attorney for Woodrow A. Myers, Jr.

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