SEC Form 4 · accession 0001127602-18-034857
CVS HEALTH Corp · CVS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark T Bertolini
Director
Period of report
Nov 28, 2018
Accepted (ET)
Nov 30, 2018 · 5:24 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 | 1,308 | $80.27 | A | 1,308 | D | |
| Common StockF2 | Nov 28, 2018 | A | 141,677 | — | A | 142,985 | D | |
| Common StockF2,F3 | Nov 28, 2018 | A | 100,072 | — | A | 100,072 | I | By CLAT |
| Common StockF2,F4 | Nov 28, 2018 | A | 89,726 | — | A | 89,726 | I | By 2017 GRAT |
| Common StockF2,F5 | Nov 28, 2018 | A | 90,127 | — | A | 90,127 | I | By 2017 GRAT II |
| Common StockF2,F6 | Nov 28, 2018 | A | 217,802 | — | A | 217,802 | I | By 2018 GRAT |
| Common StockF2,F7 | Nov 28, 2018 | A | 12,534 | — | A | 12,534 | I | By 2018 Trust |
| Common StockF2,F8 | Nov 28, 2018 | A | 112,808 | — | A | 112,808 | I | By 2016 Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Consists of common stock issued as a pro rata portion of the retainer payable for the reporting person's 2018-2019 Board service, pursuant to the Registrant's 2017 Incentive Compensation Plan.
- F2Pursuant 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.
- F3Represents shares held in Charitable Lead Annuity Trust for which the reporting person is the investment advisor.
- F4Represents shares held by 2017 Grantor Retained Annuity Trust ("GRAT") for which the reporting person is the sole trustee.
- F5Represents shares held by 2017 GRAT II for which the reporting person is the sole trustee.
- F6Represents shares held by 2018 GRAT for which the reporting person is the sole trustee.
- F7Represents shares held by a 2018 Trust for which the reporting person is the investment advisor.
- F8Represents shares held by a 2016 Trust for which the reporting person is the investment advisor.