Statement of Changes in Beneficial Ownership (4)
January 10 2020 - 5:32PM
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
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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
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1. Name and Address of Reporting Person
*
Roberts Jonathan C |
2. Issuer Name and Ticker or Trading Symbol
CVS HEALTH Corp
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CVS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Operating Officer |
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(Last)
(First)
(Middle)
ONE CVS DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/8/2020 |
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(Street)
WOONSOCKET, RI 02895-
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 1/8/2020 | | M | | 68844 | A | $54.53 | 102607.6311 | D | |
| Common Stock | 1/8/2020 | | S(1) | | 57563 | D | $72.63 (2) | 45044.6311 | D | |
| Common Stock (restricted) | | | | | | | | 41246 | D | |
| ESOP Common Stock | | | | | | | | 5772.6789 | I | By ESOP |
| Stock Unit | | | | | | | | 230362.6616 | 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. 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 |
| Stock Option | $54.53 | 1/8/2020 | | M | | | 68844 | 4/1/2014 (3) | 4/1/2020 | Common Stock | 68844 | $0 | 0 | D | |
| Phantom Stock Credits | $1.00 | | | | | | | (4) | (4) | Common Stock | 1424.1494 | | 1424.1494 | D | |
| Stock Option | $74.29 | | | | | | | 4/1/2015 (5) | 4/1/2021 | Common Stock | 73433 | | 73433 | D | |
| Stock Option | $45.93 | | | | | | | 9/4/2015 (6) | 9/4/2022 | Common Stock | 108870 | | 108870 | D | |
| Stock Option | $102.26 | | | | | | | 4/1/2016 (7) | 4/1/2022 | Common Stock | 68482 | | 68482 | D | |
| Stock Option | $104.82 | | | | | | | 4/1/2017 (8) | 4/1/2023 | Common Stock | 161318 | | 161318 | D | |
| Stock Option | $78.05 | | | | | | | 4/3/2018 (9) | 4/3/2024 | Common Stock | 200358 | | 200358 | D | |
| Stock Option | $62.21 | | | | | | | 4/1/2019 (10) | 4/1/2025 | Common Stock | 248131 | | 248131 | D | |
| Stock Option | $54.19 | | | | | | | 4/1/2020 (11) | 4/1/2029 | Common Stock | 303010 | | 303010 | D | |
| Explanation of Responses: |
| (1) | All sales were effected pursuant to a Rule 10b5-1 plan. The transaction was a sell-to-cover exercise, with shares sold to cover the option exercise price and taxes, and the Reporting Person retaining all remaining shares. |
| (2) | Represents weighted average sale price for this group of sales, which occurred on the same trading day. Multiple sales were executed, with sales prices ranging between $71.75 and 73.04 per share. |
| (3) | Option became exercisable in four equal annual installments, commencing 4/1/2014. |
| (4) | Reflects year-end company-match share credits under a non-qualified deferred compensation plan; share credits are payable in cash only, at such time as has been elected by the reporting person. |
| (5) | Option became exercisable in four equal annual installments, commencing 4/1/2015. |
| (6) | Option became exercisable in three equal annual installments, commencing 9/4/2015. |
| (7) | Option became exercisable in four equal annual installments, commencing 4/1/2016. |
| (8) | Option became exercisable in four equal annual installments, commencing 4/1/2017. |
| (9) | Option became exercisable in four equal annual installments, commencing 4/3/2018. |
| (10) | Option became exercisable in four equal annual installments, commencing 4/1/2019. |
| (11) | Option becomes 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 |
Roberts Jonathan C
ONE CVS DRIVE
WOONSOCKET, RI 02895- |
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| EVP & Chief Operating Officer |
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Signatures
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| Jonathan C. Roberts | | 1/10/2020 |
| **Signature of Reporting Person | Date |
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