Initial Statement of Beneficial Ownership (3)
August 28 2015 - 04:38PM
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
Estimated average burden
hours per response...
0.5
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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
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Kraft Robert O.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
8/18/2015
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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
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
EVP and President - Omnicare /
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(Street)
WOONSOCKET, RI 02895
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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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)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock (restricted)
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70136
(1)
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D
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Common Stock (restricted)
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3895
(2)
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D
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Common Stock (restricted)
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12701
(3)
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D
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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)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Pursuant to the terms of the Agreement and Plan of Merger dated May 20, 2015 (the "Merger Agreement"), by and among Omnicare, Inc. ("Omnicare"), Tree Merger Sub, Inc., and CVS Pharmacy, Inc., upon the completion of the merger as contemplated by the Merger Agreement, each Omnicare performance restricted stock unit ("PSU"), 2015-2020 cycle, held by the reporting person was converted into the right to receive a restricted stock award of CVS Health Corporation ("CVS Health"), in accordance with a formula set forth in the Merger Agreement. The award was issued pursuant to CVS Health's 2010 Incentive Compensation Plan. Restrictions lapse on 12/31/2020.
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(
2)
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Pursuant to the terms of the Merger Agreement, upon the completion of the merger as contemplated by the Merger Agreement, each Omnicare restricted stock award ("RSA") held by the reporting person was converted into the right to receive a restricted stock award of CVS Health, in accordance with a formula set forth in the Merger Agreement. The award was issued pursuant to CVS Health's 2010 Incentive Compensation Plan. Restrictions lapse in three equal installments commencing 2/27/2016.
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(
3)
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Pursuant to the terms of the Merger Agreement, upon the completion of the merger as contemplated by the Merger Agreement, each Omnicare PSU, 2015-2017 cycle, held by the reporting person was converted into the right to receive a restricted stock award of CVS Health, in accordance with a formula set forth in the Merger Agreement. The award was issued pursuant to CVS Health's 2010 Incentive Compensation Plan. Restrictions lapse on 12/31/2017.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kraft Robert O.
ONE CVS DRIVE
WOONSOCKET, RI 02895
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EVP and President - Omnicare
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Signatures
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/s/ Robert O. Kraft
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8/28/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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