Troyen A Brennan Form 4 CVS HEALTH / Troyen A Brennan 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^*

Brennan Troyen A

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2022

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	02/21/2022		A		171,944(1)	A	$0	312,815.059	D
Common Stock (restricted)								4,805	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	$104.82							04/01/2017(2)	04/01/2023	Common Stock	53,772		53,772	D
Stock Option	$78.05							04/03/2018(3)	04/03/2024	Common Stock	75,134		75,134	D
Stock Option	$62.21							04/01/2019(4)	04/01/2025	Common Stock	21,894		21,894	D
Stock Option	$54.19							04/01/2020(5)	04/01/2029	Common Stock	80,803		80,803	D
Stock Option	$58.34(6)							04/01/2021(7)	04/01/2030	Common Stock	84,478		84,478	D
Stock Option	$74.3							04/01/2022(8)	04/01/2031	Common Stock	99,344		99,344	D

Explanation of Responses:

1. Represents shares earned by the reporting person pursuant to certain performance stock units (the "PSUs"), which were granted to the reporting person under the Issuer's 2017 Incentive Compensation Plan on June 5, 2019. The PSUs were earned based on the attainment of certain performance metrics, which performance metrics were certified by the Management and Planning Committee of the Board of Directors of the Issuer on February 21, 2022.

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

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

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

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

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

7. Options became exercisable in four equal annual installments, commencing 4/1/2021.

8. Option becomes exercisable in four equal annual installments, commencing 4/1/2022.

	/s/ Troyen Brennan	02/23/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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