Newlight Partners LP - 02 May 2023 Form 4 Insider Report for Oak Street Health, Inc.

Reporting relationship: Director, 10%+ Owner
Issuer ticker: N/A
Reported as of: 02 May 2023
Net transaction value: -$1,269,460,335
SEC form: 4
Accepted by SEC: 04 May 2023, 16:52:18 UTC
Prior SEC filing: 27 Apr 2023
Source filing: View source filing
Reporting owner signature: Newlight Harbour Point SPV LLC, /s/ David Taylor, as attorney-in fact

Key filing fact

Newlight Partners LP filed Form 4 for Oak Street Health, Inc. on 04 May 2023.

Key facts

This page summarizes Newlight Partners LP's Form 4 filing for Oak Street Health, Inc..
1 reported transaction and 0 derivative rows are listed below.
Accepted by SEC: 04 May 2023, 16:52.

Change

Previous filing in this sequence was filed on 27 Apr 2023.
Current net transaction value: -$1,269,460,335.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

OSH transaction

Common Stock, par value $0.001

Disposed to Issuer

Transaction value: $1,269,460,335
Shares: -32,550,265
Change %: -100%
Price: $39.00
Shares after: 0
Date: 02 May 2023
Ownership: See Footnote
Footnotes: F1, F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Newlight Partners LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote F1

On February 7, 2023, Oak Street Health, Inc. (the "Issuer" or "Company"), entered into an Agreement and Plan of Merger with CVS Pharmacy, Inc. ("Parent"), Halo Merger Sub Corp., a wholly owned subsidiary of Parent ("Merger Sub"), and for the limited purposes set forth therein, CVS Health Corporation, the ultimate parent company of Parent, pursuant to which, on May 2, 2023, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger").

Footnote F2

At the effective time of the Merger, each share of the Issuer's common stock that was issued and outstanding as of immediately prior to the effective time of the Merger (including, for the avoidance of doubt, all of the reported securities) was automatically cancelled and converted into the right to receive $39.00 per share in cash, without interest.

Footnote F3

The reported securities were directly held by Newlight Harbour Point SPV LLC ("SPV"). Newlight Partners LP controls SPV and serves as the exclusive investment manager to its client in respect of shares held by SPV. The general partner of Newlight Partners LP is Newlight GP LLC. The sole members of Newlight GP LLC are Ravi Yadav and David Wassong.

SEC remarks

The Reporting Persons may have been deemed to be directors-by-deputization for the purpose of Section 16 of the Securities Exchange Act of 1934 as a result of the service of Srdjan Vukovic on the Board of Directors of the Company because Mr. Vukovic is an employee of Newlight Partners LP or one of its affiliates. Each of Newlight Partners LP, Newlight GP LLC, Ravi Yadav and David Wassong disclaimed beneficial ownership of the shares of Common Stock of the Company, except to the extent of its pecuniary interest therein, and the inclusion of the Common Stock in any Section 16 report by such Reporting Persons shall not be deemed to be an admission of beneficial ownership of the Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.