Cheryl Dorsey - May 2, 2023 Form 4 Insider Report for Oak Street Health, Inc. (OSH)

Role: Director
Signature: /s/ Robert Guenthner, attorney-in-fact for Cheryl Dorsey
Stock symbol: OSH
Transactions as of: May 2, 2023
Transactions value $: -$1,149,876
Form type: 4
Date filed: 5/2/2023, 07:49 PM
Previous filing: Apr 25, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OSH	Common stock, $0.001 par value	Disposed to Issuer	-$1.15M	-29.5K	-100%	$39.00	0	May 2, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Cheryl Dorsey is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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").
F2	(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.

Content

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.