Sec Form 4 Filing - Roberts Jonathan C @ CVS HEALTH Corp - 2021-02-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Roberts Jonathan C
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 & Chief Operating Officer
(Last) (First) (Middle)
ONE CVS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2021
(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 02/01/2021 A 175,811 ( 1 ) A $ 0 176,474.717 D
Common Stock 04/01/2021 F 79,714 ( 2 ) D $ 74.3 96,760.717 D
Common Stock 45,061 I By GRAT
Common Stock (restricted) 12,812 D
ESOP Common Stock 6,045 I By ESOP
Stock Unit 333,720.845 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 $ 74.3 04/01/2021 A 172,772 04/01/2022( 3 ) 04/01/2031 Common Stock 172,772 $ 74.3 172,772 D
Phantom Stock Credits $ 1 ( 4 ) ( 4 ) Common Stock 1,422.6711 1,422.6711 D
Stock Option $ 45.93 09/04/2015( 5 ) 09/04/2022 Common Stock 108,870 108,870 D
Stock Option $ 102.26 04/01/2016( 6 ) 04/01/2022 Common Stock 68,482 68,482 D
Stock Option $ 104.82 04/01/2017( 7 ) 04/01/2023 Common Stock 161,318 161,318 D
Stock Option $ 78.05 04/03/2018( 8 ) 04/03/2024 Common Stock 200,358 200,358 D
Stock Option $ 62.21 04/01/2019( 9 ) 04/01/2025 Common Stock 248,131 248,131 D
Stock Option $ 54.19 04/01/2020( 10 ) 04/01/2029 Common Stock 303,010 303,010 D
Stock Option $ 58.34 ( 11 ) 04/01/2021( 12 ) 04/01/2030 Common Stock 239,355 239,355 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roberts Jonathan C
ONE CVS DRIVE
WOONSOCKET, RI02895-
EVP & Chief Operating Officer
Signatures
Jonathan C. Roberts 04/02/2021
Signature of Reporting Per son Date
Explanation of Responses:
( 1 )Represents shares earned by the reporting person pursuant to certain performance stock units (the "PSUs"), which were granted to the reporting person under the Issuer's 2017 Incentive Compensation Plan on February 1, 2021. The PSUs were earned based on the attainment of certain performance metrics, which performance metrics were certified by the Management and Planning Committee of the Board of Directors of the Issuer on February 1, 2021. The PSUs vested and settled on April 1, 2021.
( 2 )Surrender of shares in payment of taxes due upon the vesting and settlement of the PSUs on April 1, 2021.
( 3 )Option becomes exercisable in four equal installments, commencing 4/1/2022.
( 4 )Reflects year-end company-match share credits under a non-qualified deferred compensation plan; share credits are payable in cash only, at such time as has been elected by the reporting person.
( 5 )Option became exercisable in three equal annual installments, commencing 9/4/2015.
( 6 )Option became exercisable in four equal annual installments, commencing 4/1/2016.
( 7 )Option became exercisable in four equal annual installments, commencing 4/1/2017.
( 8 )Option became exercisable in four equal annual installments, commencing 4/3/2018.
( 9 )Option became exercisable in four equal annual installments, commencing 4/1/2019.
( 10 )Option became exercisable in four equal annual installments, commencing 4/1/2020.
( 11 )The number of shares subject to the option were calculated using a 30-day average price.
( 12 )Options became exercisable in four equal installments, commencing 4/1/2021.

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.