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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OMB Number: 3235-0287
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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
                      

1. Name and Address of Reporting Person *

PRICE GEOFFREY M		 2. Issuer Name and Ticker or Trading Symbol

Oak Street Health, Inc. [ OSH ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Innovation Officer
(Last)          (First)          (Middle)

C/O OAK STREET HEALTH, INC., 30 W. MONROE STREET, SUITE 1200		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/2/2023
(Street)

CHICAGO, IL 60603		 4. 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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common stock, $0.001 par value 5/2/2023  D(1)(2)(3)(4)  3879525 D$39.00 0 D  
Common stock, $0.001 par value 5/2/2023  D(1)  1080970 D$39.00 0 I By Frimaire Investments LLC 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy) $21.00 5/2/2023  D     1599281   (5)(6)8/5/2030 Common stock, $0.001 par value 1599281 $18.00 0 D  
Performance Stock Option (Right to Buy) $15.75 5/2/2023  D     281329   (7)2/21/2032 Common stock, $0.001 par value 281329 $23.25 0 D  
Performance Stock Option (Right to Buy) $21.96 5/2/2023  A   24000     (8)10/12/2032 Common stock, $0.001 par value 24000 $0.00 24000 D  
Performance Stock Option (Right to Buy) $21.96 5/2/2023  D     24000   (9)10/12/2032 Common stock, $0.001 par value 24000 $17.04 0 D  
Explanation of Responses:
(1) 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 ("CVS Health"), 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").
(2) The shares of the Issuer's common stock reported as disposed by the Reporting Person include restricted stock awards which were, at the Effective Time, automatically assumed by Parent and converted into a corresponding CVS Health restricted stock award, as provided under the Merger Agreement.
(3) The shares of the Issuer's common stock reported as disposed by the Reporting Person include: (a) 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 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, (b) unvested RSUs of the Issuer granted on or after February 7, 2023 which were, at the Effective Time, automatically assumed by Parent and converted into a corresponding CVS Health RSU award, subject to the terms and conditions (including applicable vesting provisions) as provided under the Merger Agreement, and
(4) (Continued from Footnote 3) (c) unvested RSUs of the Issuer granted before February 7, 2023 which were, at the Effective Time, automatically cancelled and converted into the contractual right to receive a an amount in cash (without interest and subject to applicable withholdings) equal to 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, subject to the same terms and conditions (including applicable vesting provisions) as applied to such RSUs immediately prior to the Effective Time, except as provided under the Merger Agreement.
(5) Pursuant to the Merger Agreement, at the Effective Time, (a) the vested portion of this option was automatically cancelled 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 vested portion of the option and
(6) (Continued from Footnote 5) (b) the unvested portion of this option was automatically cancelled and converted into the contractual right to receive a payment in cash (without interest and subject to applicable tax withholding) equal to the number of shares of the Issuer's common stock subject to such unvested portion of the 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, subject to the same terms and conditions (including applicable vesting provisions) as applied to such option immediately prior to the Effective Time, except as provided under the Merger Agreement.
(7) The performance-based stock options ("PSOs") previously issued to the Reporting Person automatically vested at the maximum level of performance achievement in connection with the Merger (which constituted a Change of Control, as defined in the PSO award agreement). Pursuant to the Merger Agreement, the PSOs were, at the Effective Time, automatically cancelled 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 underlying such PSOs 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 PSOs.
(8) Represents performance-based stock options ("PSOs") previously issued to the Reporting Person which automatically vested at the maximum level of performance achievement in connection with the Merger (which constituted a Change of Control, as defined in the PSO award agreement).
(9) Pursuant to the Merger Agreement, the PSOs were, at the Effective Time, automatically cancelled 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 underlying such PSOs 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 PSOs.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
PRICE GEOFFREY M
C/O OAK STREET HEALTH, INC.
30 W. MONROE STREET, SUITE 1200
CHICAGO, IL 60603		X
Chief Innovation Officer
Signatures
/s/ Robert Guenthner, attorney-in-fact for Geoffrey M. Price5/2/2023
**Signature of Reporting PersonDate
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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