Sec Form 4 Filing - Lynch Karen S @ CVS HEALTH Corp - 2020-12-02

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 Lynch Karen S 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) EVP and President, Aetna (Last) (First) (Middle) ONE CVS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/02/2020 (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 12/02/2020 F 12,779 ( 1 ) D $ 69.63 94,370 D Common Stock (restricted) 31,144 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 Appreciation Rights $ 45.91 02/17/2019( 2 ) 02/16/2027 Common Stock 192,741 192,741 D Stock Appreciation Rights $ 37.91 02/19/2019( 3 ) 02/18/2026 Common Stock 93,989 93,989 D Stock Option $ 54.19 04/01/2020( 4 ) 04/01/2029 Common Stock 242,408 242,408 D Stock Option $ 58.34 ( 5 ) 04/01/2021( 6 ) 04/01/2030 Common Stock 211,196 211,196 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lynch Karen S ONE CVS DRIVE WOONSOCKET, RI02895 EVP and President, Aetna Signatures /s/ Karen S. Lynch 12/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Surrender of shares in payment of withholding taxes due upon the vesting of a restricted stock award. ( 2 )Represents unvested Aetna Inc. Stock Appreciation Rights ("SARs") granted under the Aetna Inc. 2010 Stock Incentive Plan (the "Aetna Plan") on February 17, 2017 that were converted into CVS Health SARs pursuant to the terms of the CVS/Aetna Merger Agreement. These SARs vested in two substantially equal annual installments beginning on February 17, 2019. ( 3 )Represents unvested SARs granted under the Aetna Plan on February 19, 2016 that were converted into CVS Health SARs pursuant to the terms of the CVS/Aetna Merger Agreement. These SARs vested on February 19, 2019. ( 4 )Option became exercisable in four equal annual installments, commencing 4/1/2020. ( 5 )The number of shares subject to the option were calculated using a 30-day average price. ( 6 )Option becomes exercisable in four equal annual installments, commencing 4/1/2021.

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