SEC Form 4 · accession 0001122304-18-000167

· AET

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

Reporting owner

Mark T Bertolini

Officer — Chairman and CEO · Director

Period of report

Nov 28, 2018

Accepted (ET)

Nov 28, 2018 · 4:31 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	M	72,500	$0.00	A	124,037	D
Common Stock^F2	Nov 28, 2018	M	32,331	$0.00	A	156,368	D
Common Stock^F3	Nov 28, 2018	M	8,893	$0.00	A	165,261	D
Common Stock^F4	Nov 28, 2018	M	13,220	$0.00	A	178,481	D
Common Stock^F5	Nov 28, 2018	M	17,572	$0.00	A	196,053	D
Common Stock^F5	Nov 28, 2018	M	76,044	$0.00	A	272,097	D
Common Stock^F6	Nov 28, 2018	F	102,990	$209.01	D	169,107	D
Common Stock^F7	Nov 28, 2018	D	169,107	—	D	0	D
Common Stock^F7,F8	Nov 28, 2018	D	119,447	—	D	0	I	By CLAT
Common Stock^F9,F7,F10	Nov 28, 2018	D	107,098	—	D	0	I	By 2017 GRAT
Common Stock^F7,F11	Nov 28, 2018	D	107,576	—	D	0	I	By 2017 GRAT II
Common Stock^F12,F7,F13	Nov 28, 2018	D	259,969	—	D	0	I	By 2018 GRAT
Common Stock^F14,F7,F15	Nov 28, 2018	D	134,649	—	D	0	I	By 2016 Trust
Common Stock^F16,F7,F17	Nov 28, 2018	D	14,961	—	D	0	I	By 2018 Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F3	—	Nov 28, 2018	M	8,893	D	—	—	Common Stock	8,893	D
Restricted Stock Units^F4	—	Nov 28, 2018	M	13,220	D	—	—	Common Stock	13,220	D
Restricted Stock Units^F5	—	Nov 28, 2018	M	17,572	D	—	—	Common Stock	17,572	D
Restricted Stock Units^F5	—	Nov 28, 2018	M	76,044	D	—	—	Common Stock	76,044	D
Stock Appreciation Rights^F18	$32.11	Nov 28, 2018	D	299,751	D	—	—	Common Stock	299,751	D
Stock Appreciation Right^F19	$64.25	Nov 28, 2018	D	500,000	D	—	—	Common Stock	500,000	D
Stock Appreciation Rights^F20	$72.26	Nov 28, 2018	D	304,626	D	—	—	Common Stock	304,626	D
Stock Appreciation Rights^F21	$100.50	Nov 28, 2018	D	253,480	D	—	—	Common Stock	253,480	D
Stock Appreciation Rights^F22	$103.45	Nov 28, 2018	D	253,242	D	—	—	Common Stock	253,242	D
Stock Appreciation Rights^F23	$125.27	Nov 28, 2018	D	260,037	D	—	—	Common Stock	260,037	D
Deferred Stock Units^F24	—	Nov 28, 2018	D	74,140	D	—	—	Common Stock	74,140	D

Explanation of responses

F1Vesting of performance stock units ("PSUs") granted under the Aetna Inc. 2010 Stock Incentive Plan (the "Plan") on February 19, 2016.
F10Represents shares held by 2017 GRAT for which Reporting Person is sole trustee.
F11Represents shares held by 2017 GRAT II for which Reporting Person is sole trustee.
F12On July 23, 2018, 145,826 shares were distributed to the Reporting Person's sole account to satisfy 2016 GRAT annuity obligation. On July 31, 2018, 259,969 shares were voluntarily transferred from Reporting Person's sole account to 2018 GRAT.
F13Represents shares held by 2018 GRAT for which Reporting Person is sole trustee
F14On October 24, 2018, 134,649 shares were transferred from 2016 GRAT to 2016 Trust.
F15Represents shares held by a 2016 Trust for which Reporting Person is the investment advisor.
F16On October 24, 2018, 14,961 shares were transferred from 2016 GRAT to 2018 Trust.
F17Represents shares held by a 2018 Trust for which Reporting Person is the investment advisor.
F18Represents Stock Appreciation Rights ("SARs") granted under the Plan on February 13, 2009. These SARs were canceled pursuant to the terms of the Merger Agreement in exchange for an amount (the "SAR 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.
F19Represents SARs granted under the Plan on August 5, 2013. 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.
F2Vesting of PSUs granted under the Plan on February 17, 2017.
F20Represents SARs granted under the Plan on March 3, 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 the SAR Amount.
F21Represents 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.
F22Represents SARs granted under the Plan on February 19, 2016. 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.
F23Represents SARs granted under the Plan on February 17, 2017. 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.
F24Represents Deferred Stock Units ("DSUs") previously reported and accrued pursuant to the Plan. These DSUs were canceled for an amount in cash for each DSU 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.
F3Vesting of previously reported restricted stock units ("RSUs") granted under the Plan on February 19, 2016.
F4Vesting of previously reported RSUs granted under the Plan on February 17, 2017.
F5Vesting of previously reported RSUs granted under the Plan on March 2, 2018.
F6Represents tax withholding on accelerated vesting of PSUs and RSUs granted under the Plan.
F7Converted 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.
F8Represents shares held in Charitable Lead Annuity Trust ("CLAT") for which Reporting Person is the investment advisor.
F9On August 27, 2018, 51,537 shares were voluntarily transferred from 2017 Grantor Retained Annuity Trust ("GRAT") to the Reporting Person's sole account.