8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2021

Oak Street Health, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39427	84-3446686
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

30 W. Monroe Street

Suite 1200

Chicago, Illinois 60603

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (312) 733-9730

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	OSH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On October 21, 2021, Oak Street Health, Inc. (“OSH”) announced that it had acquired RubiconMD Holdings, Inc. (“Rubicon”) pursuant to a merger of RMD Merger Sub, Inc., an indirect wholly owned subsidiary of OSH with and into Rubicon (the “Acquisition”). The Acquisition closed on October 20, 2021.

The press release with respect to the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in this Item 7.01 – “Regulation FD Disclosure” of this Current Report on Form 8-K shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press Release Dated October 21, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 21, 2021

Oak Street Health, Inc.
By:	/s/ Tim Cook
Name:	Tim Cook
Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

Oak Street Health Acquires Virtual Specialty Care Provider RubiconMD

CHICAGO, IL — October 21, 2021 —  Oak Street Health, Inc. (NYSE: OSH, or the “Company”), a network of value-based primary care centers for adults on Medicare, today announced it has acquired RubiconMD, the leading technology platform providing access to specialist expertise. The deal enables Oak Street Health to integrate virtual specialty care into its existing care model, which significantly streamlines the referral process and better manages costs, enhances patient experience, and provides comprehensive care far beyond traditional primary care.

RubiconMD’s specialist network of over 230 specialists covers all major specialties, including Cardiology, Nephrology and Pulmonology. RubiconMD provides clinical insights from specialists on specific patient cases, enabling primary care providers to directly manage and coordinate more of a patient’s care needs.

“Oak Street Health is on a mission to rebuild healthcare as it should be, which we are doing by focusing on preventive care and driving more resources into the primary care setting,” said Mike Pykosz, Chief Executive Officer of Oak Street Health. “Like traditional primary care, specialty care is broken for older adults, but together with RubiconMD, we can rebuild it into a model that meets patient needs. Integrating and virtualizing specialty care into Oak Street Health’s innovative model enables us to improve access, experience and coordination for patients while substantially lowering costs. RubiconMD’s technology platform and national footprint allows us to scale the model across our current and future markets to further our mission.”

“Carlos Reines and I founded RubiconMD to democratize medical expertise so that primary care providers can offer all patients the care they deserve, and we are thrilled for this next step with Oak Street Health,” said Gil Addo, co-founder and Chief Executive Officer of RubiconMD. “We share similar cultures and values, as well as a commitment to delivering high-quality patient care and lowering costs, and we look forward to continuing to innovate together.”

Kirkland & Ellis LLP acted as legal counsel to Oak Street Health, Inc. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP acted as legal counsel and Cantor Fitzgerald & Co. acted as exclusive financial advisor to RubiconMD in connection with the transaction.

To learn more about Oak Street Health’s value-based primary care model, click here.

Webcast and Conference Call

The Company will conduct a conference call Thursday, October 21, 2021 at 8:30 AM Eastern Time to discuss the acquisition. The conference call can be accessed by webcast or by dialing (833) 529-0224 for U.S. participants, or +1 (236) 389-2153 for international participants, and referencing participant code 5066988. A slide deck to accompany the call is available at https://investors.oakstreethealth.com, and a replay of the call will be available via webcast for on demand listening shortly after the completion of the call.

Source: Oak Street Health

About Oak Street Health

Founded in 2012, Oak Street Health is a network of value-based primary care centers for adults on Medicare. With a mission of rebuilding healthcare as it should be, the Company operates an innovative healthcare model focused on quality of care over volume of servicesand assumes the full financial risk of its patients. Oak Street Health

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currently operates more than 100 centers across 18 states and is the only primary care provider to carry the AARP name. To learn more about Oak Street Health’s proven approach to care, visit oakstreethealth.com.

Media Contact:

Erica Frank

Vice President of Public Relations

Erica.Frank@oakstreethealth.com

Investors Contact:

Sarah Cluck

Head of Investor Relations

Sarah.Cluck@oakstreethealth.com

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Entity Central Index Key	0001564406
Document Type	8-K
Document Period End Date	Oct. 21, 2021
Entity Registrant Name	Oak Street Health, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-39427
Entity Tax Identification Number	84-3446686
Entity Address, Address Line One	30 W. Monroe Street
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60603
City Area Code	(312)
Local Phone Number	733-9730
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 par value
Trading Symbol	OSH
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false