AET Aetna Inc. (delisted)

Aetna Inc. 2010 Stock Incentive Plan

Aetna Inc. 2006 Employee Stock Purchase Plan

Aetna Inc. 401(k) Plan

Aetna Inc. Employee Stock Purchase Plan

Aetna Inc. 2002 Stock Incentive Plan

Aetna Inc. Incentive Savings Plan

Aetna Inc. Non-Employee Director Compensation Plan

Aetna Inc. 2000 Stock Incentive Plan

(Full Titles of the Plans)

_____________________

Colleen M. McIntosh

Senior Vice President

Aetna Inc.

151 Farmington Avenue

Hartford, CT 06156

(Name and Address of Agent for Service)

(860) 273-0123

(Telephone Number, Including Area Code, of Agent for Service)

_____________________

With copies to:

Robert M. Katz

Daniel Litowitz

Shearman & Sterling LLP

599 Lexington Avenue
New York, New York 10022-6069
Tel: (212) 848-4000

_____________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “ Amendment ”) relates to the following Registration Statements on Form S-8 (collectively, the “ Registration Statements ”) (note that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim):

On November 28, 2018, CVS Health Corporation (“ CVS ”) completed its acquisition of Aetna. Pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of December 3, 2017 (the “ Merger Agreement ”), by and among CVS, Hudson Merger Sub Corp. (“ Merger Sub ”), a wholly owned subsidiary of CVS, and Aetna, Merger Sub merged with and into Aetna (the “ Merger ”), with Aetna continuing as the surviving company of the Merger and as a wholly owned subsidiary of CVS.

At the effective time of the Merger (the “ Effective Time ”), (a) each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock held by Aetna as treasury stock or owned by CVS or any of its subsidiaries in a fiduciary, representative or other capacity on behalf of other persons) was cancelled and automatically converted into the right to receive (i) 0.8378 fully paid and non-assessable shares of CVS common stock and (ii) $145.00 in cash without interest thereon, and (b) equity awards relating to Common Stock were treated in accordance with the Merger Agreement.

As a result of the Merger, Aetna has terminated any and all of the offerings of Aetna’s securities pursuant to the Registration Statements. In accordance with an undertaking made by Aetna in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered for issuance that remain unsold at the termination of the offering, Aetna hereby removes from registration any and all of the securities of Aetna registered under the Registration Statements that remain unsold as of the date of this Amendment, and hereby terminates the effectiveness of each of the Registration Statements.