| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/18/2015 | 3. Issuer Name and Ticker or Trading Symbol CVS HEALTH Corp [ CVS ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock (restricted) | 70,136(1) | D | |
| Common Stock (restricted) | 3,895(2) | D | |
| Common Stock (restricted) | 12,701(3) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Pursuant to the terms of the Agreement and Plan of Merger dated May 20, 2015 (the "Merger Agreement"), by and among Omnicare, Inc. ("Omnicare"), Tree Merger Sub, Inc., and CVS Pharmacy, Inc., upon the completion of the merger as contemplated by the Merger Agreement, each Omnicare performance restricted stock unit ("PSU"), 2015-2020 cycle, held by the reporting person was converted into the right to receive a restricted stock award of CVS Health Corporation ("CVS Health"), in accordance with a formula set forth in the Merger Agreement. The award was issued pursuant to CVS Health's 2010 Incentive Compensation Plan. Restrictions lapse on 12/31/2020. |
| 2. Pursuant to the terms of the Merger Agreement, upon the completion of the merger as contemplated by the Merger Agreement, each Omnicare restricted stock award ("RSA") held by the reporting person was converted into the right to receive a restricted stock award of CVS Health, in accordance with a formula set forth in the Merger Agreement. The award was issued pursuant to CVS Health's 2010 Incentive Compensation Plan. Restrictions lapse in three equal installments commencing 2/27/2016. |
| 3. Pursuant to the terms of the Merger Agreement, upon the completion of the merger as contemplated by the Merger Agreement, each Omnicare PSU, 2015-2017 cycle, held by the reporting person was converted into the right to receive a restricted stock award of CVS Health, in accordance with a formula set forth in the Merger Agreement. The award was issued pursuant to CVS Health's 2010 Incentive Compensation Plan. Restrictions lapse on 12/31/2017. |
| /s/ Robert O. Kraft | 08/28/2015 | |
| ** 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 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
