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

Role
Director
Signature
/s/ Robert Guenthner, attorney-in-fact for Kim Keck
Stock symbol
OSH
Transactions as of
May 2, 2023
Transactions value $
-$4,826,172
Form type
4
Date filed
5/2/2023, 07:53 PM
Previous filing
Apr 25, 2023
Next filing
Jun 12, 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 -$3.7M -95K -100% $39.00 0 May 2, 2023 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OSH Employee Stock Option (Right to Buy) Disposed to Issuer -$1.12M -62.4K -100% $18.00 0 May 2, 2023 Common stock, $0.001 par value 62.4K $21.00 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kim Keck 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.
F3 The shares of the Issuer's common stock reported as disposed on this Form 4 reflects a correction to the Reporting Person's Form 4 filed on April 28, 2022, which inadvertently reported an issuance of 10,373 RSUs to the Reporting Person as a disposition rather than an acquisition of shares of the Issuer's common stock.
F4 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.