SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PRICE GEOFFREY M
(Last) (First) (Middle)
C/O OAK STREET HEALTH, INC.
30 W. MONROE STREET, SUITE 1200
(Street)
CHICAGO IL 60603
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Oak Street Health, Inc. [ ?OSH? ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2020
4. If Amendment, Date of 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
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, $0.001 par value 08/10/2020 J(1)(2) 7,979,989 A $0.00 7,979,989 D
Common stock, $0.001 par value 08/10/2020 A 48 A $0.00 7,980,037 D
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 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: 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
Employee Stock Options (Right to Buy) $21 08/05/2020 A 358,464 (3) 08/05/2030 Common Stock, par value $0.001 358,464 $0.00 358,464 D
Employee Stock Options (Right to Buy) $21 08/05/2020 A 443,537 (4) 08/05/2030 Common Stock, par value $0.001 443,537 $0.00 443,537 D
Employee Stock Options (Right to Buy) $21 08/05/2020 A 22,044 (5) 08/05/2030 Common Stock, par value $0.001 22,044 $0.00 22,044 D
Employee Stock Options (Right to Buy) $21 08/05/2020 A 14,535 (6) 08/05/2030 Common Stock, par value $0.001 14,535 $0.00 14,535 D
Employee Stock Options (Right to Buy) $21 08/05/2020 A 137,160 (7) 08/05/2030 Common Stock, par value $0.001 137,160 $0.00 137,160 D
Employee Stock Options (Right to Buy) $21 08/05/2020 A 13,556 (8) 08/05/2030 Common Stock, par value $0.001 13,556 $0.00 13,556 D
Employee Stock Options (Right to Buy) $21 08/05/2020 A 10,176 (9) 08/05/2030 Common Stock, par value $0.001 10,176 $0.00 10,176 D
Employee Stock Options (Right to Buy) $21 08/05/2020 A 97,744 (10) 08/05/2030 Common Stock, par value $0.001 97,744 $0.00 97,744 D
Employee Stock Options (Right to Buy) $21 08/05/2020 A 261,194 (11) 08/05/2030 Common Stock, par value $0.001 261,194 $0.00 261,194 D
Employee Stock Options (Right to Buy) $21 08/05/2020 A 261,195 (12) 08/05/2030 Common Stock, par value $0.001 261,195 $0.00 261,195 D
Employee Stock Options (Right to Buy) $21 08/05/2020 A 1,384,437 (13) 08/05/2030 Common Stock, par value $0.001 1,384,437 $0.00 1,384,437 D
Explanation of Responses:
1. These shares of common stock of Oak Street Health, Inc. (the "Issuer") were issued in connection with the closing of the Issuer's initial public offering on August 10, 2020 (the "Closing Date") in exchange for founders units and incentive units pursuant to the transactions contemplated by the Master Structuring Agreement dated August 10, 2020, by and among the Issuer, OSH Merger Sub 1, LLC, Quantum Strategic Partners Ltd., General Atlantic OSH Interholdco L.P., OSH Management Holdings, LLC ("Management Holdings"), Oak Street Health, LLC and Geoffrey Price dated August 10, 2020 (the "Organizational Transactions").
2. Represents shares of the Issuer's common stock, par value $0.001 (the "Shares") issued in exchange for vested and unvested incentive units and founders units of Management Holdings in connection with the Organizational Transactions. The issuance of these securities was approved by the Issuer's board of directors under Rule 16b-3. Shares issued in exchange for the unvested incentive units were issued under the Oak Street Health Omnibus Incentive Plan (the "Plan").
3. Represents options issued under the Plan in exchange for vested incentive units in Management Holding in connection with the Organizational Transactions. Such options are fully vested and exercisable.
4. Represents options issued under the Plan in exchange for unvested performance-vesting incentive units in Management Holdings in connection with the Organizational Transactions. These options will cliff vest 100% on August 10, 2022.
5. Represents options issued under the Plan in exchange for unvested time-vesting incentive units in Management Holdings in connection with the Organizational Transactions. These options will vest in three equal quarterly installments beginning on October 3, 2020.
6. Represents options issued under the Plan in exchange for unvested time-vesting incentive units in Management Holding in connection with the Organizational Transactions. These options will vest in five equal quarterly installments beginning on August 18, 2020.
7. Represents options issued under the Plan in exchange for unvested time-vesting incentive units in Management Holding in connection with the Organizational Transactions. These options will vest in eight equal quarterly installments beginning on October 23, 2020.
8. Represents options issued under the Plan in exchange for unvested performance-vesting incentive units in Management Holdings in connection with the Organizational Transactions. These options will cliff vest 100% on June 14, 2023.
9. Represents options issued under the Plan in exchange for unvested time-vesting incentive units in Management Holding in connection with the Organizational Transactions. These options will vest in twelve equal quarterly installments beginning on August 15, 2020.
10. Represents options issued under the Plan in exchange for unvested time-vesting incentive units in Management Holding in connection with the Organizational Transactions. These options will cliff vest 100% on January 1, 2021.
11. Represents options issued under the Plan in exchange for unvested time-vesting incentive units in Management Holding in connection with the Organizational Transactions. These options will vest 50% on each of January 1, 2022 and January 1, 2023.
12. Represents options issued under the Plan in exchange for unvested performance-vesting incentive units in Management Holdings in connection with the Organizational Transactions. These options will cliff vest 100% on August 10, 2023.
13. Represents options issued under the Plan in exchange for unvested time-vesting incentive units in Management Holding in connection with the Organizational Transactions. These options will vest 25% beginning on June 11, 2021 and then in twelve equal quarterly installments beginning on September 11, 2021.
Remarks:
Chief Operating Officer, Director
/s/ Robert Guenthner, as attorney-in-fact for Geoffrey Price 08/12/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.