SEC Form 4 · accession 0001127602-18-034855
CVS HEALTH Corp · CVS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karen S Lynch
Officer — EVP & Pres, Aetna Bus Unit
Period of report
Nov 28, 2018
Accepted (ET)
Nov 30, 2018 · 5:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000064803
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 28, 2018 | A | 62,747 | — | A | 62,747 | D | |
| Common Stock (restricted)F2 | Nov 28, 2018 | A | 201,215 | — | A | 201,215 | D | |
| Common Stock (restricted)F3 | Nov 28, 2018 | A | 31,144 | $80.27 | A | 232,359 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF4 | $45.91 | Nov 28, 2018 | A | 192,741 | A | Feb 17, 2019 | Feb 16, 2027 | Common Stock | 192,741 | 192,741 | D |
| Stock Appreciation RightsF5 | $37.91 | Nov 28, 2018 | A | 93,989 | A | Feb 19, 2019 | Feb 18, 2026 | Common Stock | 93,989 | 93,989 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger, dated as of December 3, 2017 (the "Merger Agreement"), by and among CVS Health Corporation ("CVS Health"), Hudson Merger Sub Corp. (the "Merger Sub"), a wholly owned subsidiary of CVS Health, and Aetna Inc. ("Aetna"), on November 28, 2018 (the "Closing Date") the Merger Sub merged with and into Aetna (the "Merger"), with Aetna continuing as the surviving company of the Merger and as a wholly owned subsidiary of CVS Health. Pursuant to the Merger Agreement, on the Closing Date each share of Aetna common stock held by the reporting person was converted into the right to receive 0.8378 of a share of common stock of CVS Health and $145.00 in cash. The closing price of CVS Health's common stock on November 28, 2018 was $80.27 per share.
- F2Includes (1) 80,722 CVS Health Restricted Stock Units ("RSUs") that were converted from Aetna Performance Stock Units ("PSUs") granted under the Aetna Inc. 2010 Stock Incentive Plan (the "Plan") pursuant to the Merger Agreement and that vest on February 19, 2019; (2) 35,946 CVS Health RSUs that were converted from Aetna PSUs granted under the Plan pursuant to the Merger Agreement and that vest on February 17, 2020; and (3) 84,547 CVS Health RSUs that were converted from Aetna RSUs granted under the Plan pursuant to the Merger Agreement and that vest in three equal annual installments beginning on December 2, 2018.
- F3Consists of CVS RSUs awarded pursuant to the Plan. Restrictions lapse on 11/28/2021.
- F4Represents unvested Stock Appreciation Rights ("SARs") granted under the Plan on February 17, 2017 that were converted into CVS Health SARs pursuant to the terms of the Merger Agreement. These SARs vest in two substantally equal annual installments beginning on February 17, 2019.
- F5Represents unvested Stock Appreciation Rights ("SARs") granted under the Plan on February 19, 2016 that were converted into CVS Health SARs pursuant to the terms of the Merger Agreement. These SARs vest on February 19, 2019.