SEC FORM 4

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

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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^*

Shah Prem S

(Last)

(First)

(Middle)

ONE CVS DRIVE

(Street)

WOONSOCKET

02895

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CVS HEALTH Corp [ CVS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and Co-President of Retail

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2022		A		47,640⁽¹⁾	A	$0	59,620.24	D
Common Stock (PSUs)								41,463	D
Common Stock (restricted)⁽²⁾								575	D
Common Stock (restricted)⁽³⁾								2,884	D
Common Stock (restricted)⁽⁴⁾								15,427	D
Common Stock (restricted)⁽⁵⁾								1,808	D
Common Stock (restricted)⁽⁶⁾								1,925	D
Common Stock (restricted)⁽⁷⁾								6,393	D
Common Stock (restricted)⁽⁸⁾								4,372.62	D
Common Stock (restricted)⁽⁹⁾								2,798	D
Stock Unit (deferred)⁽¹⁰⁾								5,625.28	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option⁽¹¹⁾	$104.82							04/01/2017	04/01/2023	Common Stock	5,870		5,870	D
Stock Option⁽¹²⁾	$102.26							04/01/2016	04/01/2022	Common Stock	5,346		5,346	D
Stock Option⁽¹³⁾	$62.2011							04/01/2019	04/01/2025	Common Stock	1,691		1,691	D
Stock Option⁽¹⁴⁾	$54.19							04/01/2020	04/01/2029	Common Stock	12,626		12,626	D
Stock Option⁽¹⁵⁾	$58.34							04/01/2021	04/01/2030	Common Stock	34,315		34,315	D
Stock Option⁽¹⁶⁾	$74.3							04/01/2022	04/01/2031	Common Stock	32,826		32,826	D
Stock Option⁽¹⁷⁾	$75.24							08/31/2021	08/31/2028	Common Stock	26,580		26,580	D

Explanation of Responses:

1. Represents shares earned by the reporting person pursuant to certain performance stock units (the "PSUs"), which were granted to the reporting person under the Issuer's 2017 Incentive Compensation Plan on June 5, 2019. The PSUs were earned based on the attainment of certain performance metrics, which performance metrics were certified by the Management and Planning Committee of the Board of Directors of the Issuer on February 21, 2022.

2. Consists of remaining Restricted Stock Units (RSUs) awarded pursuant to Issuer's Performance-Based Restricted Stock Plan, a sub-plan under its 2017 Incentive Compensation Plan (ICP). Restrictions lapse on 02/28/2022.

3. Consists of RSUs awarded pursuant to Issuer's 2017 ICP. Restrictions on remaining RSUs lapse in two equal installments commencing on 04/01/2022.

4. Consists of RSUs awarded pursuant to Issuer's 2017 ICP. Restrictions on remaining RSUs lapse in three equal installments commencing on 04/01/2022.

5. Consists of RSUs awarded pursuant to Issuer's 2017 ICP. Restrictions lapse on 04/01/2022.

6. Consists of remaining RSUs awarded pursuant to Issuer's Performance-Based Restricted Stock Plan, a sub-plan under its 2017 ICP. Restrictions lapse in two equal installments commencing on 02/28/2022.

7. Consists of RSUs awarded pursuant to Issuer's 2017 ICP. Restrictions on remaining RSUs lapse in four equal installments commencing on 04/01/2022.

8. Consists of Matching RSUs awarded pursuant to Issuer's Partnership Equity Program, a sub-plan under its ICP, and dividend equivalents on the Matching RSUs. Restrictions lapse on the RSUs on 08/31/2023.

9. Consists of RSUs awarded pursuant to Issuer's Performance-Based Restricted Stock Plan under its 2017 ICP. Restrictions lapse in three equal installments commencing on 02/26/2022.

10. Consists of Stock Units awarded pursuant to Issuer's 2010 & 2017 Incentive Compensation Plans, the receipt of which the reporting person has elected to defer.

11. Option becomes exercisable in four equal installments commencing 04/01/2017.

12. Option becomes exercisable in four equal installments commencing 04/01/2016.

13. Option becomes exercisable in four equal installments commencing 04/01/2019. Additional options from this award have been exercised.

14. Option becomes exercisable in four equal installments commencing 04/01/2020. Additional options from this award have been exercised.

15. Option becomes exercisable in four equal installments commencing 04/01/2021. Additional options from this award have been exercised.

16. Option becomes exercisable in three equal installments commencing 04/01/2022.

17. Option vests in three equal installments, on 8/31/2021, 8/31/2022 and 8/31/2023.

	/s/ Prem S. Shah	02/23/2022
	** 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).
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