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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1. Name and Address of Reporting Person * ROPER WILLIAM L   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) 02/25/2014 (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 02/25/2014   M   538 A $ 36.5 10,935.674 D   Common Stock 02/25/2014   M   10,644 A $ 34.79 21,579.674 D   Common Stock 02/25/2014   M   11,587 A $ 32.94 33,166.674 D   Common Stock 02/25/2014   M   9,835 A $ 43.66 43,001.674 D   Common Stock 02/25/2014   M   8,892 A $ 47.07 51,893.674 D   Common Stock 02/25/2014   S   41,496 D $ 74.075 (1) 10,397.674 D   Common Stock               52 I By IRA

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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)

$ 36.5

02/25/2014

M

538

(3)

12/10/2017

Express Scripts Holding Company Common Stock

538

(2)

0

D

Non-Qualified Stock Option (Right-to-Buy)

$ 34.79

02/25/2014

M

10,644

(4)

05/21/2018

Express Scripts Holding Company Common Stock

10,644

(2)

0

D

Non-Qualified Stock Option (Right-to-Buy)

$ 32.94

02/25/2014

M

11,587

(5)

05/20/2019

Express Scripts Holding Company Common Stock

11,587

(2)

0

D

Non-Qualified Stock Option (Right-to-Buy)

$ 43.66

02/25/2014

M

9,835

(6)

05/12/2020

Express Scripts Holding Company Common Stock

9,835

(2)

0

D

Non-Qualified Stock Option (Right-to-Buy)

$ 47.07

02/25/2014

M

8,892

(7)

05/24/2021

Express Scripts Holding Company Common Stock

8,892

(2)

0

D

Reporting Owners

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

Signatures

/s/ William L. Roper		02/26/2014
**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 $74.00 to $74.33, 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 Medco Health Solutions, Inc. 2002 Stock Incentive Plan, and assumed by the Issuer under 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.
(3)	All shares vested on December 11, 2008.
(4)	All shares vested on May 22, 2009.
(5)	All shares vested on May 21, 2010.
(6)	All shares vested on May 12, 2011.
(7)	All shares vested on May 24, 2012.

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