Sec Form 4 Filing - JURGENSON TAMARA @ Oak Street Health, Inc. - 2020-08-05

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
JURGENSON TAMARA
2. Issuer Name and Ticker or Trading Symbol
Oak Street Health, Inc. [ ?OSH?]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Growth Officer
(Last) (First) (Middle)
C/O OAK STREET HEALTH, INC., 30 W. MONROE STREET, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
08/05/2020
(Street)
CHICAGO, IL60603
4. If Amendment, Date Original Filed (MM/DD/YY)
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)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 08/10/2020 J( 1 )( 2 ) 352,561 A $ 0 352,561 D
Common stock, $0.001 par value 08/10/2020 A 48 A $ 0 352,609 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Employee Stock Options (Right to Buy) $ 21 08/05/2020 A 16,355 ( 3 ) 08/05/2030 Common Stock, par value $0.001 16,355 $ 0 16,355 D
Employee Stock Options (Right to Buy) $ 21 08/05/2020 A 28,912 ( 4 ) 08/05/2030 Common Stock, par value $0.001 28,912 $ 0 28,912 D
Employee Stock Options (Right to Buy) $ 21 08/05/2020 A 832 ( 5 ) 08/05/2030 Common Stock, par value $0.001 832 $ 0 832 D
Employee Stock Options (Right to Buy) $ 21 08/05/2020 A 485 ( 6 ) 08/05/2030 Common Stock, par value $0.001 485 $ 0 485 D
Employee Stock Options (Right to Buy) $ 21 08/05/2020 A 2,328 ( 7 ) 08/05/2030 Common Stock, par value $0.001 2,328 $ 0 2,328 D
Employee Stock Options (Right to Buy) $ 21 08/05/2020 A 8,920 ( 8 ) 08/05/2030 Common Stock, par value $0.001 8,920 $ 0 8,920 D
Employee Stock Options (Right to Buy) $ 21 08/05/2020 A 12,173 ( 9 ) 08/05/2030 Common Stock, par value $0.001 12,173 $ 0 12,173 D
Employee Stock Options (Right to Buy) $ 21 08/05/2020 A 4,377 ( 10 ) 08/05/2030 Common Stock, par value $0.001 4,377 $ 0 4,377 D
Employee Stock Options (Right to Buy) $ 21 08/05/2020 A 7,797 ( 11 ) 08/05/2030 Common Stock, par value $0.001 7,797 $ 0 7,797 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JURGENSON TAMARA
C/O OAK STREET HEALTH, INC.
30 W. MONROE STREET, SUITE 1200
CHICAGO, IL60603
Chief Growth Officer
Signatures
/s/ Robert Guenthner, as attorney-in-fact for Tamara Jurgenson 08/12/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of common stock of Oak Street Health, Inc. (the "Issuer") were issued in connection with the closing of the Issuer's initial public offering on August 10, 2020 (the "Closing Date") in exchange for incentive units pursuant to the transactions contemplated by the Master Structuring Agreement dated August 10, 2020, by and among the Issuer, OSH Merger Sub 1, LLC, Quantum Strategic Partners Ltd., General Atlantic OSH Interholdco L.P., OSH Management Holdings, LLC ("Management Holdings"), Oak Street Health, LLC and Geoffrey Price dated August 10, 2020 (the "Organizational Transactions").
( 2 )Represents shares of the Issuer's common stock, par value $0.001 (the "Shares") issued in exchange for vested and unvested incentive units in of Management Holdings in connection with the Organizational Transactions. The issuance of these securities was approved by the Issuer's board of directors under Rule 16b-3. Shares issued in exchange for the unvested incentive units were issued under the Oak Street Health Omnibus Incentive Plan (the "Plan").
( 3 )Represents options issued under the Plan in exchange for vested incentive units in Management Holding in connection with the Organizational Transactions. These options are fully vested and exercisable.
( 4 )Represents options issued under the Plan in exchange for unvested performance-vesting incentive units in Management Holdings in connection with the Organizational Transactions. These options will cliff vest 100% on August 10, 2022.
( 5 )Represents options issued under the Plan in exchange for unvested time-vesting incentive units in Management Holdings in connection with the Organizational Transactions. These options vest in four equal quarterly installments beginning on September 19, 2020.
( 6 )Represents options issued under the Plan in exchange for unvested time-vesting incentive units in Management Holdings in connection with the Organizational Transactions. These options vest in five equal quarterly installments beginning on August 18, 2020.
( 7 )Represents options issued under the Plan in exchange for unvested time-vesting incentive units in Management Holdings in connection with the Organizational Transactions. These options vest in six equal quarterly installments beginning on October 1, 2020.
( 8 )Represents options issued under the Plan in exchange for unvested time-vesting incentive units in Management Holdings in connection with the Organizational Transactions. These options vest in eight equal quarterly installments beginning on October 23, 2020.
( 9 )Represents options issued under the Plan in exchange for unvested performance-vesting incentive units in Management Holdings in connection with the Organizational Transactions. These options will cliff vest 100% on August 10, 2023.
( 10 )Represents options issued under the Plan in exchange for unvested time-vesting incentive units in Management Holding in connection with the Organizational Transactions. These options cliff vest 100% on August 11, 2021.
( 11 )Represents options issued under the Plan in exchange for unvested time-vesting incentive units in Management Holding in connection with the Organizational Transactions. These options cliff vest 100% on May 12, 2022.

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