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