0000899243-23-012031.txt : 20230502 0000899243-23-012031.hdr.sgml : 20230502 20230502195637 ACCESSION NUMBER: 0000899243-23-012031 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230502 FILED AS OF DATE: 20230502 DATE AS OF CHANGE: 20230502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kaushal Mohit CENTRAL INDEX KEY: 0001683021 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39427 FILM NUMBER: 23881237 MAIL ADDRESS: STREET 1: 44 SOUTH BROADWAY CITY: WHITE PLAINS STATE: NY ZIP: 10601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Oak Street Health, Inc. CENTRAL INDEX KEY: 0001564406 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 843446686 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 30 W. MONROE ST., STE. 1200 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-773-3374 MAIL ADDRESS: STREET 1: 30 W. MONROE ST., STE. 1200 CITY: CHICAGO STATE: IL ZIP: 60603 FORMER COMPANY: FORMER CONFORMED NAME: Oak Street Health, LLC DATE OF NAME CHANGE: 20121211 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-05-02 1 0001564406 Oak Street Health, Inc. OSH 0001683021 Kaushal Mohit C/O OAK STREET HEALTH, INC. 30 W. MONROE ST., SUITE 1200 CHICAGO IL 60603 1 0 0 0 0 Common stock, $0.001 par value 2023-05-02 4 D 0 215224 39.00 D 0 D Employee Stock Option (Right to Buy) 21.00 2023-05-02 4 D 0 3501 18.00 D 2030-08-05 Common stock, $0.001 par value 3501 0 D Pursuant to that certain Agreement and Plan of Merger, dated as of February 7, 2023 (the "Merger Agreement"), by and among the Issuer, CVS Pharmacy, Inc. ("Parent"), Halo Merger Sub Corp. ("Merger Sub") and, for the limited purposes set forth therein, CVS Health Corporation, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $39.00 per share in cash, without interest and subject to applicable tax withholdings (the "Per Share Price"). (Continued from Footnote 1) The shares of the Issuer's common stock reported as disposed by the Reporting Person include vested restricted stock units ("RSUs") of the Issuer which, pursuant to the Merger Agreement, were, at the Effective Time, automatically canceled and converted into the right to receive an amount in cash (without interest and subject to applicable tax withholdings) equal to the product of the Per Share Price multiplied by the number of shares of the Issuer's common stock subject to such RSUs as of immediately prior to the Effective Time. Includes 219 shares of the Issuer's common stock which, following the transaction reported on the Reporting Person's Form 4 filed on November 8, 2021, were inadvertently omitted from the total shares of the Issuer's common stock reported as beneficially owned by the Reporting Person on subsequent Form 4s filed by the Reporting Person due to administrative error. Pursuant to the Merger Agreement, this option was automatically canceled and converted into the right to receive an amount in cash (without interest and subject to applicable tax withholdings) equal to the number of shares of the Issuer's common stock subject to such option as of immediately prior to the Effective Time multiplied by the excess of the Per Share Price over the exercise price per share of such option. /s/ Robert Guenthner, attorney-in-fact for Mohit Kaushal 2023-05-02