0000899243-23-012034.txt : 20230502
0000899243-23-012034.hdr.sgml : 20230502
20230502195846
ACCESSION NUMBER: 0000899243-23-012034
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230502
FILED AS OF DATE: 20230502
DATE AS OF CHANGE: 20230502
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PYKOSZ MICHAEL T
CENTRAL INDEX KEY: 0001793308
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39427
FILM NUMBER: 23881243
MAIL ADDRESS:
STREET 1: 30 W. MONROE STREET, SUITE 1200
CITY: CHICAGO
STATE: IL
ZIP: 60603
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Oak Street Health, Inc.
CENTRAL INDEX KEY: 0001564406
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000]
IRS NUMBER: 843446686
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 30 W. MONROE ST., STE. 1200
CITY: CHICAGO
STATE: IL
ZIP: 60603
BUSINESS PHONE: 312-773-3374
MAIL ADDRESS:
STREET 1: 30 W. MONROE ST., STE. 1200
CITY: CHICAGO
STATE: IL
ZIP: 60603
FORMER COMPANY:
FORMER CONFORMED NAME: Oak Street Health, LLC
DATE OF NAME CHANGE: 20121211
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-05-02
1
0001564406
Oak Street Health, Inc.
OSH
0001793308
PYKOSZ MICHAEL T
C/O OAK STREET HEALTH, INC.
30 W. MONROE STREET, SUITE 1200
CHICAGO
IL
60603
1
1
0
0
Chief Executive Officer
0
Common stock, $0.001 par value
2023-05-02
4
D
0
6126706
39.00
D
0
D
Common stock, $0.001 par value
2023-05-02
4
D
0
790273
39.00
D
0
I
Through Mike Pykosz Gift Trust
Common stock, $0.001 par value
2023-05-02
4
D
0
250000
39.00
D
0
I
Through Lindsay Pykosz Revocable Trust
Employee Stock Option (Right to Buy)
21.00
2023-05-02
4
D
0
4946638
18.00
D
2030-08-05
Common stock, $0.001 par value
4946638
0
D
Employee Stock Option (Right to Buy)
21.00
2023-05-02
4
D
0
168052
18.00
D
2030-08-05
Common stock, $0.001 par value
168052
0
I
Through Mike Pykosz Gift Trust
Performance Stock Option (Right to Buy)
15.75
2023-05-02
4
D
0
1585677
23.25
D
2032-02-21
Common stock, $0.001 par value
1585677
0
D
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").
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.
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, and (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.
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 January 5, 2022, which inadvertently reported the acquisition by the Reporting Person of 417 shares of the Issuer's common stock pursuant to the Oak Street Health, Inc. 2020 Employee Stock Purchase Plan as a disposition rather than an acquisition of shares of the Issuer's common stock (resulting in the Reporting Person's direct beneficial ownership being understated by 834 shares), as well as a correction to the Reporting Person's Form 4 filed on March 22, 2023, which incorrectly reported 7,604,280 shares of the Issuer's common stock as beneficially owned directly by the Reporting Person following the reported transaction.
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
(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.
Pursuant to the Merger Agreement, at the Effective Time, 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 option.
The performance-based stock options ("PSOs") were, at the Effective Time, automatically cancelled and converted into the contractual 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 on December 31, 2023.
/s/ Robert Guenthner, attorney-in-fact for Michael T. Pykosz
2023-05-02