Kim Keck - 02 May 2023 Form 4 Insider Report for Oak Street Health, Inc.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 02 May 2023
Net transaction value: -$4,826,172
SEC form: 4
Accepted by SEC: 02 May 2023, 19:53:14 UTC
Prior SEC filing: 25 Apr 2023
Next SEC filing: 12 Jun 2023
Source filing: View source filing
Reporting owner signature: /s/ Robert Guenthner, attorney-in-fact for Kim Keck

Key filing fact

Kim Keck filed Form 4 for Oak Street Health, Inc. on 02 May 2023.

Key facts

This page summarizes Kim Keck's Form 4 filing for Oak Street Health, Inc..
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 02 May 2023, 19:53.

Change

Previous filing in this sequence was filed on 25 Apr 2023.
Current net transaction value: -$4,826,172.

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, $0.001 par value

Disposed to Issuer

Transaction value: $3,703,440
Shares: -94,960
Change %: -100%
Price: $39.00
Shares after: 0
Date: 02 May 2023
Ownership: Direct
Footnotes: F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

OSH transaction Derivative

Employee Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $1,122,732
Shares: -62,374
Change %: -100%
Price: $18.00
Shares after: 0
Date: 02 May 2023
Ownership: Direct
Underlying class: Common stock, $0.001 par value
Underlying amount: 62,374
Exercise price: $21.00
Footnotes: F4

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 4 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

Footnote 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.