Sec Form 4 Filing - Clark James David @ CVS HEALTH Corp - 2019-02-28

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Clark James David 2. Issuer Name and Ticker or Trading Symbol CVS HEALTH Corp [ CVS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Cont & Chief Acct Officer (Last) (First) (Middle) ONE CVS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2019 (Street) WOONSOCKET, RI02895 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 02/28/2019 F 288 ( 1 ) D $ 57.83 8,557.2554 D Common Stock (restricted) 02/28/2019 A 1,323 ( 2 ) A $ 57.83 9,088 D Common Stock 03/01/2019 S 1,664 D $ 58.14 6,893.2554 D Common Stock 03/01/2019 M 1,664 A $ 45.07 8,557.2554 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 Stock Option $ 45.07 03/01/2019 M 1,664 04/02/2013( 3 ) 04/02/2019 Common Stock 1,664 $ 0 0 D Stock Option $ 54.53 04/01/2014( 4 ) 04/01/2020 Common Stock 3,030 3,030 D Stock Option $ 74.29 04/01/2015( 5 ) 04/01/2021 Common Stock 5,350 5,350 D Stock Option $ 102.26 04/01/2016( 6 ) 04/01/2022 Common Stock 6,059 6,059 D Stock Option $ 104.82 04/01/2017( 7 ) 04/01/2023 Common Stock 7,044 7,044 D Stock Option $ 78.05 04/03/2018( 8 ) 04/03/2024 Common Stock 9,050 9,050 D Stock Option $ 62.21 04/01/2019( 9 ) 04/01/2025 Common Stock 7,513 7,513 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clark James David ONE CVS DRIVE WOONSOCKET, RI02895 SVP, Cont & Chief Acct Officer Signatures /s/ James D. Clark 03/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Surrender of shares in payment of withholding taxes due upon the vesting of stock awards under the Issuer's 2017 Incentive Compensation Plan.. ( 2 )Consists of Restricted Stock Units awarded pursuant to Issuer's 2017 Incentive Compensation Plan and its Performance-Based Restricted Stock Unit Plan. Restrictions lapse in three equal installments, commencing February 28, 2020. ( 3 )Remaining Options became exercisable in four equal annual installments beginning on 4/2/2013. ( 4 )Remaining Options became exercisable in four equal annual installments beginning on 4/1/2014. ( 5 )Remaining Options became exercisable in four equal annual installments beginning on 4/1/2015. ( 6 )Options became exercisable in four equal annual installments beginning on 4/1/2016. ( 7 )Options became exercisable in four equal annual installments beginning on 4/1/2017. ( 8 )Options became exercisable in four equal annual installments beginning on 4/3/2018. ( 9 )Options become exercisable in four equal annual installments, commencing 4/1/2019.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.