| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OSH | Common Stock, par value $0.001 per share | Other | -$2.39B | -61.4M | -100% | $39.00 | 0 | May 2, 2023 | See footnotes | F1, F2, F3, F4 |
General Atlantic, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On May 2, 2023, CVS Pharmacy, Inc. (?Parent?) acquired Oak Street Health, Inc. (?Oak Street Health? or the "Issuer") pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent, Halo Merger Sub Corp. (?Merger Sub?), a direct wholly owned subsidiary of Parent, and, for the limited purposes set forth therein, CVS Health Corporation, dated as of February 7, 2023 (the ?Merger Agreement?). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the ?Merger?), with the Issuer surviving such merger as a wholly owned subsidiary of Parent. |
| F2 | Pursuant to the terms of the Merger Agreement, each outstanding share of common stock, par value $0.001 per share, of the Issuer, issued and outstanding immediately prior to the effective time of the Merger (other than such shares (i) held by Oak Street Health as treasury stock as of immediately prior to the effective time, (ii) owned by Parent or any of its subsidiaries (including Merger Sub) as of immediately prior to the effective time, (iii) owned by stockholders who have properly exercised appraisal rights under Delaware law and (iv) subject to outstanding Oak Street Health restricted stock awards), was automatically cancelled and converted into the right to receive $39.00 per share in cash, without interest. |
| F3 | Reflects securities held directly by General Atlantic (OSH) Interholdco, L.P. (?GA Interholdco?) following the closing of the Merger. General Atlantic Partners 93, L.P., a Delaware limited partnership ("GAP 93"), General Atlantic Partners 100, L.P., a Delaware limited partnership ("GAP 100"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), and GAP Coinvestments V, LLC, a Delaware limited liability company (cont?d in FN 4). |
| F4 | (cont?d from FN 3) ("GAPCO V" and, together with GAP 93, GAP 100, GAPCO CDA, GAPCO III and GAPCO IV, the "GA Funds") are the limited partners of GA Interholdco. General Atlantic GenPar, L.P. ("GA GenPar") is the general partner of GAP 93 and GAP 100. General Atlantic (SPV) GP, LLC ("GA SPV") is the general partner of GA Interholdco. General Atlantic, L.P. ("GA LP") is the general partner of GA GenPar and GAPCO CDA, the managing member of GAPCO III, GAPCO IV and GAPCO V, and the sole member of GA SPV. There are nine members of the management committee of GA LP (the "GA Management Committee"). Each of the members of the GA Management Committee disclaims ownership of the shares except to the extent he or she has a pecuniary interest therein. |
GA Interholdco, GAP 93, GAP 100, GAPCO CDA, GAPCO III, GAPCO IV, GAPCO V, GA GenPar, GA SPV and GA LLC may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.