Regina M. Benjamin - May 2, 2023 Form 4 Insider Report for Oak Street Health, Inc. (OSH)

Role
Director
Signature
/s/ Robert Guenthner, attorney-in-fact for Regina M. Benjamin
Stock symbol
OSH
Transactions as of
May 2, 2023
Transactions value $
-$931,359
Form type
4
Date filed
5/2/2023, 08:01 PM
Previous filing
Apr 25, 2023
Next filing
Jul 28, 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 -$931K -23.9K -100% $39.00 0 May 2, 2023 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Regina M. Benjamin 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 October 15, 2020, which inadvertently reported an issuance of 3,912 RSUs to the Reporting Person rather than an issuance of 3,921 RSUs to the Reporting Person, resulting in the Reporting Person's beneficial ownership of the Issuer's common stock being understated by 9 shares.