Statement of Changes in Beneficial Ownership (4)
03 5월 2023 - 8:54AM
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
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
*
Klapstein Julie D |
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 _____ Officer (give title below) _____ Other (specify below)
|
(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) | | 31684 (3) | D | $39.00 | 0 | D | |
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 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 |
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, 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) | (Continued from Footnote 1) The shares of the Issuer's common stock reported as disposed by the Reporting Person include 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 product of 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. |
(3) | 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 April 25, 2023, which incorrectly reported 50,912 shares of the Issuer's common stock as beneficially owned by the Reporting Person following the reported transaction instead of the correct amount of 31,684 shares of the Issuer's common stock. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Klapstein Julie D C/O OAK STREET HEALTH, INC. 30 W. MONROE STREET, SUITE 1200 CHICAGO, IL 60603 | X |
|
|
|
Signatures
|
/s/ Robert Guenthner, attorney-in-fact for Julie Klapstein | | 5/2/2023 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Oak Street Health (NYSE:OSH)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Oak Street Health (NYSE:OSH)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
Oak Street Health Inc (뉴욕 증권거래소)의 실시간 뉴스: 최근 기사 0
More Oak Street Health, Inc. News Articles