SEC Form 4 · accession 0001122304-18-000164

· AET

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Harold L Paz

Officer — EVP & Chief Medical Officer

Period of report

Nov 28, 2018

Accepted (ET)

Nov 28, 2018 · 4:23 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001122304

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Nov 28, 2018	D	5,922	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Appreciation Rights^F2	$75.83	Nov 28, 2018	D	20,321	D	—	—	Common Stock	20,321	D
Stock Appreciation Rights^F3	$100.50	Nov 28, 2018	D	30,859	D	—	—	Common Stock	30,859	D
Stock Appreciation Rights^F4	$103.45	Nov 28, 2018	D	30,389	D	—	—	Common Stock	30,389	D
Stock Appreciation Rights^F5	$125.27	Nov 28, 2018	D	29,857	D	—	—	Common Stock	29,857	D
Performance Stock Units^F6	—	Nov 28, 2018	D	8,700	D	—	—	Common Stock	8,700	D
Performance Stock Units^F7	—	Nov 28, 2018	D	3,712	D	—	—	Common Stock	3,712	D
Restricted Stock Units^F8	—	Nov 28, 2018	D	8,731	D	—	—	Common Stock	8,731	D

Explanation of responses

F1Converted pursuant to the merger agreement (the "Merger Agreement") between CVS Health Corporation ("CVS Health") and Aetna Inc. ("Aetna") into $145 in cash and 0.8378 shares of CVS Health Common Stock for each share of Aetna Common Stock.
F2Represents Stock Appreciation Rights ("SARs") granted under the Aetna Inc. 2010 Stock Incentive Plan (the "Plan") on August 11, 2014. These SARs were canceled pursuant to the terms of the Merger Agreement in exchange for an amount in cash for each SAR equal to (a) $145 plus (b) 0.8378 multiplied by the average of the volume weighted averages of the trading prices of CVS Health Common Stock on each of the five consecutive trading days ending on the trading day two trading days prior to the closing date, less (c) the exercise price (the "SAR Amount").
F3Represents SARs granted under the Plan on March 2, 2015. These SARs were canceled pursuant to the terms of the Merger Agreement in exchange for an amount in cash for each SAR equal to the SAR Amount.
F4Represents SARs granted under the Plan on February 19, 2016, of which 66.7% had vested. Each vested SAR was canceled pursuant to the terms of the Merger Agreement in exchange for an amount in cash equal to the SAR Amount. Each unvested SAR was converted to a CVS Health SAR pursuant to the terms of the Merger Agreement.
F5Represents SARs granted under the Plan on February 17, 2017, of which 33.3% had vested. Each vested SAR was canceled pursuant to the terms of the Merger Agreement in exchange for an amount in cash equal to the SAR Amount. Each unvested SAR was converted to a CVS Health SAR pursuant to the terms of the Merger Agreement.
F6Represents Performance Stock Units ("PSUs") earned at a specified level in conjunction with the change in control of Aetna and pursuant to the terms of the relevant PSU award agreement. The PSUs were originally granted under the Plan on February 19, 2016. These PSUs were converted to time-vesting CVS Health Restricted Stock Units ("RSUs") pursuant to the terms of the Merger Agreement.
F7PSUs earned at a specified level in conjunction with the change in control of Aetna and pursuant to the terms of the relevant PSU award agreement. The PSUs were originally granted under the Plan on February 17, 2017. These PSUs were converted to time-vesting CVS Health RSUs pursuant to the terms of the Merger Agreement.
F8RSUs granted under the Plan on March 2, 2018. These RSUs were converted to CVS Health RSUs pursuant to the terms of the Merger Agreement.