Sec Form 4 Filing - Newlight Partners LP @ Oak Street Health, Inc. - 2021-06-01

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
Newlight Partners LP
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
320 PARK AVENUE,
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2021
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 06/01/2021 S 4,791,569 D $ 62 40,509,640 I See Footnote ( 1 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Newlight Partners LP
320 PARK AVENUE
NEW YORK, NY10022
X X
Newlight Harbour Point SPV LLC
C/O NEWLIGHT PARTNERS LP
320 PARK AVENUE
NEW YORK, NY10022
X
Newlight GP LLC
C/O NEWLIGHT PARTNERS LP
320 PARK AVENUE
NEW YORK, NY10022
X
Yadav Ravi
C/O NEWLIGHT PARTNERS LP
320 PARK AVENUE
NEW YORK, NY10022
X
WASSONG DAVID
C/O NEWLIGHT PARTNERS LP
320 PARK AVENUE
NEW YORK, NY10022
X
Signatures
Newlight Harbour Point SPV LLC, /s/ David Taylor, as attorney-in-fact 06/02/2021
Signature of Reporting Person Date
Newlight Partners LP, By: Newlight GP LLC, its general partner, /s/ David Taylor, as attorney-in-fact 06/02/2021
Signature of Reporting Person Date
Newlight GP LLC, /s/ David Taylor, as attorney-in-fact 06/02/2021
Signature of Reporting Person Date
/s/ David Taylor, as attorney-in-fact for Ravi Yadav 06/02/2021
Signature of Reporting Person Date
/s/ David Taylor, as attorney-in-fact for David Wassong 06/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares held directly by Newlight Harbour Point SPV LLC ("SPV") as a result of certain organizational transactions effected in connection with the closing of the initial public offering of Oak Street Health Inc. (the "Issuer"). Newlight Partners LP controls SPV and serves as the exclusive investment manager to its client in respect of shares held by SPV. The general partner of Newlight Partners LP is Newlight GP LLC. The sole members of Newlight GP LLC are Ravi Yadav and David Wassong.

Remarks:
The Reporting Persons may be deemed to be directors-by-deputization for the purpose of Section 16 of the Securities Exchange Act of 1934 as a result of the service of Srdjan Vukovic on the Board of Directors of the Company because Mr. Vukovic is an employee of Newlight Partners LP or one of its affiliates. Each of Newlight Partners LP, Newlight GP LLC, Ravi Yadav and David Wassong disclaims beneficial ownership of the shares of common stock of the Issuer (the "Shares"), except to the extent of its pecuniary interest therein, and the inclusion of the Shares in any Section 16 report by such Reporting Persons shall not be deemed to be an admission of beneficial ownership of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

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