Timothy M. Cook - Feb 21, 2022 Form 4 Insider Report for Oak Street Health, Inc. (OSH)

Role: Chief Financial Officer
Signature: /s/ Robert Guenthner, attorney-in-fact for Timothy Cook
Stock symbol: OSH
Transactions as of: Feb 21, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/23/2022, 04:00 PM
Previous filing: Feb 7, 2022
Next filing: Feb 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OSH	Common Stock, $0.001 par value	Award	$0	+69.8K	+5.42%	$0.00	1.36M	Feb 21, 2022	Direct	F1
holding	OSH	Common Stock, $0.001 par value						42.2K	Feb 21, 2022	Through Elizabeth Violet Cook Irrevocable Trust dtd 8//4/2020
holding	OSH	Common Stock, $0.001 par value						42.2K	Feb 21, 2022	Through Conner Thomas Cook Irrevocable Trust dtd 8/4/2020

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	Performance Stock Option (Right to Buy)	Award	$0	+281K		$0.00	281K	Feb 21, 2022	Common Stock, par value $0.001	281K	$15.75	Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents Restricted Stock Units issued to the Reporting Person under Oak Street Health, Inc.'s Omnibus Incentive Plan (the "Plan") which shall become due and payable in four equal annual installments on the anniversary date of the grant date, subject to the terms and conditions of the Plan.
F2	50% of the shares issuable upon exercise of this Option shall vest on or after December 31, 2023 on the date that the Committee certifies the achievement of the Performance Metric for the First Performance Period and 50% of the shares issuable upon exercise of this Option shall vest on or after December 31, 2024 on the date that the Committee certifies the achievement of the Performance Metric for the Second Performance Period. The Performance Metric is based on satisfaction of certain thresholds related to Platform Contribution. Platform Contribution means the amount calculated by the following formula: (i) total gross revenue for each of the Company's care delivery centers minus, (ii) for each such center, the sum of (a) medical claims expense and (b) cost of care, excluding depreciation and amortization for the applicable period.

Content

Represents Restricted Stock Units issued to the Reporting Person under Oak Street Health, Inc.'s Omnibus Incentive Plan (the "Plan") which shall become due and payable in four equal annual installments on the anniversary date of the grant date, subject to the terms and conditions of the Plan.

50% of the shares issuable upon exercise of this Option shall vest on or after December 31, 2023 on the date that the Committee certifies the achievement of the Performance Metric for the First Performance Period and 50% of the shares issuable upon exercise of this Option shall vest on or after December 31, 2024 on the date that the Committee certifies the achievement of the Performance Metric for the Second Performance Period. The Performance Metric is based on satisfaction of certain thresholds related to Platform Contribution. Platform Contribution means the amount calculated by the following formula: (i) total gross revenue for each of the Company's care delivery centers minus, (ii) for each such center, the sum of (a) medical claims expense and (b) cost of care, excluding depreciation and amortization for the applicable period.