Statement of Changes in Beneficial Ownership (4)
April 03 2020 - 5:36PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Lynch Karen S |
2. Issuer Name and Ticker or Trading Symbol
CVS HEALTH Corp
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CVS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & Pres, Aetna Bus Unit |
(Last)
(First)
(Middle)
ONE CVS DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2020 |
(Street)
WOONSOCKET, RI 02895
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | | | | | | | | 78966 | D | |
Common Stock (restricted) | | | | | | | | 59327 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option | $58.61 (1) | 4/1/2020 | | A | | 211196 | | 4/1/2021 (2) | 4/1/2030 | Common Stock | 211196 | $58.61 | 211196 | D | |
Stock Appreciation Rights | $45.91 | | | | | | | 2/17/2019 (3) | 2/16/2027 | Common Stock | 192741 | | 192741 | D | |
Stock Appreciation Rights | $37.91 | | | | | | | 2/19/2019 (4) | 2/18/2026 | Common Stock | 93989 | | 93989 | D | |
Stock Option | $54.19 | | | | | | | 4/1/2020 (5) | 4/1/2029 | Common Stock | 242408 | | 242408 | D | |
Explanation of Responses: |
(1) | The number of shares subject to the option were calculated using a 30-day average price. |
(2) | Option becomes exercisable in four equal annual installments, commencing 4/1/2021. |
(3) | Represents unvested Aetna Inc. Stock Appreciation Rights ("SARs") granted under the Aetna Inc. 2010 Stock Incentive Plan (the "Aetna Plan") on February 17, 2017 that were converted into CVS Health SARs pursuant to the terms of the CVS/Aetna Merger Agreement. These SARs vested in two substantially equal annual installments beginning on February 17, 2019. |
(4) | Represents unvested SARs granted under the Aetna Plan on February 19, 2016 that were converted into CVS Health SARs pursuant to the terms of the CVS/Aetna Merger Agreement. These SARs vested on February 19, 2019. |
(5) | Option became exercisable in four equal annual installments, commencing 4/1/2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lynch Karen S ONE CVS DRIVE WOONSOCKET, RI 02895 |
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| EVP & Pres, Aetna Bus Unit |
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Signatures
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/s/ Karen S. Lynch | | 4/3/2020 |
**Signature of Reporting Person | Date |
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