Initial Statement of Beneficial Ownership (3)
March 17 2020 - 4:42PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
*
Mayhew Jonathan E. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/11/2020
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3. Issuer Name and Ticker or Trading Symbol
CVS HEALTH Corp [CVS]
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(Last)
(First)
(Middle)
ONE CVS DRIVE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) EVP, Chief Transformation Off / |
(Street)
WOONSOCKET, RI 02895
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 13537 | D | |
Common Stock (restricted) | 10057 (1) | D | |
Common Stock (restricted) | 3049 (2) | D | |
CVS Health Future Fund 401(k) Common Stock | 408.3167 | 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. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Appreciation Rights | (3) | 2/18/2026 | Common Stock | 6634 | $37.91 | D | |
Stock Appreciation Rights | (4) | 2/16/2027 | Common Stock | 11333 | $45.91 | D | |
Stock Appreciation Rights | (5) | 5/9/2027 | Common Stock | 3067 | $52.42 | D | |
Stock Option | (6) | 4/1/2029 | Common Stock | 44037 | $54.19 | D | |
Explanation of Responses: |
(1) | Consists of Restricted Stock Units ("RSUs") awarded pursuant to Issuer's Aetna Inc. 2010 Stock Incentive Plan (the "Aetna Plan"). Restrictions lapse in four equal annual installments, commencing on 4/1/2020. |
(2) | Consists of Issuer RSUs that were converted, pursuant to the CVS-Aetna Merger Agreement dated December 3, 2017 (the "Merger Agreement"), from Aetna Performance Stock Units ("PSUs") granted under the Aetna Plan, and that vest on 12/2/2020. |
(3) | Stock Appreciation Rights ("SARs") granted under the Aetna Plan and converted pursuant to the Merger Agreement, that became exercisable on 2/19/2019. |
(4) | SARs granted under the Aetna Plan and converted pursuant to the Merger Agreement, that became exercisable in two equal installments, commencing on 2/17/2019. |
(5) | SARs granted under the Aetna Plan and converted pursuant to the Merger Agreement, that became exercisable in two equal annual installments, commencing on 5/10/2019. |
(6) | Stock options that become 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 |
Mayhew Jonathan E. ONE CVS DRIVE WOONSOCKET, RI 02895 |
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| EVP, Chief Transformation Off |
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Signatures
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/s/ Jonathan E. Mayhew | | 3/17/2020 |
**Signature of Reporting Person | Date |
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