Sec Form 4 Filing - MYERS GRIFFIN @ Oak Street Health, Inc. - 2023-05-02

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 MYERS GRIFFIN 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 X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) C/O OAK STREET HEALTH, INC., 30 W. MONROE STREET, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 05/02/2023 (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 12/08/2021 G 8,500 D $ 0 4,845,659 I Through Griffin R. Myers Revocable Trust u/a/d 5/26/2020 Common stock, $0.001 par value 05/02/2023 D( 1 )( 3 )( 4 ) 8,511 D $ 39 0 D Common stock, $0.001 par value 05/02/2023 D( 1 )( 2 )( 3 )( 4 ) 4,845,659 D $ 39 0 I Through Griffin R. Myers Revocable Trust u/a/d 5/26/2020

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 Ind irect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 21 05/02/2023 D 1,677,412 ( 5 )( 6 ) 08/05/2030 Common stock, $0.001 par value 1,677,412 $ 18 0 I Through Griffin R. Myers Revocable Trust u/a/d 5/26/2020 Performance Stock Option (Right to Buy) $ 15.75 05/02/2023 D 50,890 ( 7 ) 02/21/2032 Common stock, $0.001 par value 50,890 $ 23.25 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MYERS GRIFFIN C/O OAK STREET HEALTH, INC. 30 W. MONROE STREET, SUITE 1200 CHICAGO, IL60603 X Chief Medical Officer Signatures /s/ Robert Guenthner, attorney-in-fact for Griffin Myers 05/02/2023 Signature of Reporting Person Date

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 ("CVS Health"), 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 )The shares of the Issuer's common stock reported as disposed by the Reporting Person include restricted stock awards which were, at the Effective Time, automatically assumed by Parent and converted into a corresponding CVS Health restricted stock award, as provided under the Merger Agreement. ( 3 )The shares of the Issuer's common stock reported as disposed by the Reporting Person include: (a) 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 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, (b) unvested RSUs of the Issuer granted on or after February 7, 2023 which were, at the Effective Time, automatically assumed by Parent and converted into a corresponding CVS Health RSU award, subject to the terms and conditions (including applicable vesting provisions) as provided under the Merger Agreement, and ( 4 )(Continued from Footnote 3) (c) unvested RSUs of the Issuer granted before February 7, 2023 which were, at the Effective Time, automatically cancelled and converted into the contractual right to receive a an amount in cash (without interest and subject to applicable withholdings) equal to 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, subject to the same terms and conditions (including applicable vesting provisions) as applied to such RSUs immediately prior to the Effective Time, except as provided under the Merger Agreement. ( 5 )Pursuant to the Merger Agreement, at the Effective Time, (a) the vested portion of this option was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable tax withholdings) equal to the number of shares of the Issuer's common stock subject to such option as of immediately prior to the Effective Time multiplied by the excess of the Per Share Price over the exercise price per share of such vested portion of the option and ( 6 )(Continued from Footnote 5) (b) the unvested portion of this option was automatically cancelled and converted into the contractual right to receive a payment in cash (without interest and subject to applicable tax withholding) equal to the number of shares of the Issuer's common stock subject to such unvested portion of the option as of immediately prior to the Effective Time multiplied by the excess of the Per Share Price over the exercise price per share of such option, subject to the same terms and conditions (including applicable vesting provisions) as applied to such option immediately prior to the Effective Time, except as provided under the Merger Agreement. ( 7 )The performance-based stock options ("PSOs") previously issued to the Reporting Person automatically vested at the maximum level of performance achievement in connection with the Merger (which constituted a Change of Control, as defined in the PSO award agreement). Pursuant to the Merger Agreement, the PSOs were, at the Effective Time, automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable tax withholdings) equal to the number of shares of the Issuer's common stock underlying such PSOs as of immediately prior to the Effective Time multiplied by the excess of the Per Share Price over the exercise price per share of such PSOs.

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