Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lynch Karen S

(Last)

(First)

(Middle)

ONE CVS DRIVE

(Street)

WOONSOCKET

02895

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CVS HEALTH Corp [ CVS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/12/2024		A		136,640⁽¹⁾	A	$0	136,640	D
Common Stock (By Trust)								431,392	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights⁽²⁾	$45.91							02/17/2019	02/16/2027	Common Stock	192,741		192,741	D
Stock Appreciation Rights⁽³⁾	$37.91							02/19/2019⁽⁴⁾	02/18/2026	Common Stock	93,989		93,989	D
Stock Option	$54.19							04/01/2020⁽⁵⁾	04/01/2029	Common Stock	242,408		242,408	D
Stock Option	$58.34⁽⁶⁾							04/01/2021⁽⁷⁾	04/01/2030	Common Stock	211,196		211,196	D
Stock Option	$74.3							04/01/2022	04/01/2031	Common Stock	224,604		224,604	D⁽⁸⁾
Stock Option⁽⁹⁾	$101.09							04/01/2023	04/01/2032	Common Stock	171,517		171,517	D
Stock Option⁽¹⁰⁾	$74.31							04/01/2024	04/01/2033	Common Stock	244,952		244,952	D

Explanation of Responses:

1. Represents shares earned by the reporting person pursuant to certain performance stock units (the "PSUs"), which were granted to the reporting person under the Issuer's 2017 Incentive Compensation Plan on April 1, 2021. The PSUs were earned based on the attainment of certain performance metrics, which performance metrics were certified by the Management and Planning Committee of the Board of Directors of the Issuer on February 12, 2024.

2. Represents Aetna Inc. Stock Appreciation Rights ("SARs") granted under the Aetna Inc. 2010 Incentive Plan (the "Aetna Plan") on February 17, 2017 that were converted into CVS Health SARs in November 2018 pursuant to the terms of the CVS/Aetna Merger Agreement. These SARs vested in two substantially equal annual installments beginning on February 17, 2019.

3. Represents SARs granted under the Aetna Plan on February 19, 2016 that were converted into CVS Health SARs in November 2018 pursuant to the terms of the CVS/Aetna Merger Agreement. These SARs vested on February 19, 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.

6. The number of shares subject to the option were calculated using a 30-day average price.

7. Option became exercisable in four equal installments, commencing 4/1/2021.

8. Option became exercisable in four equal installments, commencing 4/1/2022.

9. Option became exercisable in four equal installments, commencing 4/1/2023.

10. Option becomes exercisable in four equal annual installments, commencing 4/1/2024.

	/s/ Karen S. Lynch	02/14/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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