Larry J Merlo Form 4 CVS HEALTH / LARRY J MERLO ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MERLO LARRY J

(Last) (First) (Middle)

ONE CVS DRIVE

(Street)

WOONSOCKET RI 02895-

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CVS HEALTH Corp [ CVS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	03/26/2021		M		271,347	A	$74.29	794,675.9407	D
Common Stock	03/26/2021		S(1)		270,650	D	$74.73(2)	524,025.9407	D
Common Stock								406,633.497	I	By Trust As Beneficiary
Common Stock (restricted)								40,701	D
ESOP Common Stock								7,548	I	By ESOP
Stock Unit								688,685.9876	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	$74.29	03/26/2021		M			271,347	04/01/2015(3)	04/01/2021	Common Stock	271,347	$0	0	D
Phantom Stock Credits	$1(4)							(5)	(6)	Common Stock	5,153.23		5,153.23	D
Stock Option	$102.26							04/01/2016(7)	04/01/2022	Common Stock	273,929		273,929	D
Stock Option	$104.82							04/01/2017(8)	04/01/2023	Common Stock	286,787		286,787	D
Stock Option	$78.05							04/03/2018(9)	04/03/2024	Common Stock	338,105		338,105	D
Stock Option	$62.21							04/01/2019(10)	04/01/2025	Common Stock	394,091		394,091	D
Stock Option	$54.19							04/01/2020(11)	04/01/2029	Common Stock	545,419		545,419	D
Stock Option	$58.34(12)							04/01/2021(13)	04/01/2030	Common Stock	478,711		478,711	D

Explanation of Responses:

1. All sales were effected pursuant to a Rule 10b5-1 Plan. The transaction was a sell-to-cover exercise, with shares sold to cover the option exercise price and taxes, and the Reporting Person retaining all remaining shares.

2. Represents weighted average sale prices for this group of sales, which occurred on the same trading day. Multiple sales were executed, with sales prices ranging between $74.49 and $75.73 per share.

3. Option became exercisable in four equal annual installments, commencing 4/1/2015.

4. Each share credit is equivalent to one share; 1-for-1 conversion.

5. 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.

6. 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.

7. Option became exercisable in four equal annual installments, commencing 4/1/2016.

8. Option became exercisable in four equal annual installments, commencing 4/1/2017.

9. Option became exercisable in four equal annual installments, commencing 4/3/2018.

10. Option became exercisable in four equal annual installments, commencing 4/1/2019.

11. Option became exercisable in four equal annual installments, commencing 4/1/2020.

12. The number of shares subject to the option were calculated using a 30-day average price.

13. Option becomes exercisable in four equal annual installments, commencing 4/1/2021.

	Larry J. Merlo	03/29/2021
	** Signature of Reporting Person	Date
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