CVS Health (CVS) Form 3 CVS HEALTH / Jonathan E. Mayhew ownership change

SEC Form 3

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^*

Mayhew Jonathan E.

(Last) (First) (Middle)

ONE CVS DRIVE

(Street)

WOONSOCKET RI 02895

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2020

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Transformation Off

5. 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 Beneficially Owned
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	13,537	D
Common Stock (restricted)	10,057(1)	D
Common Stock (restricted)	3,049(2)	D
CVS Health Future Fund 401(k) Common Stock	408.3167	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Appreciation Rights	(3)	02/18/2026	Common Stock	6,634	37.91	D
Stock Appreciation Rights	(4)	02/16/2027	Common Stock	11,333	45.91	D
Stock Appreciation Rights	(5)	05/09/2027	Common Stock	3,067	52.42	D
Stock Option	(6)	04/01/2029	Common Stock	44,037	54.19	D

Explanation of Responses:

1. Consists of Restricted Stock Units ("RSUs") awarded pursuant to Issuer's Aetna Inc. 2010 Stock Incentive Plan (the "Aetna Plan"). Restrictions lapse in four equal annual installments, commencing on 4/1/2020.

2. Consists of Issuer RSUs that were converted, pursuant to the CVS-Aetna Merger Agreement dated December 3, 2017 (the "Merger Agreement"), from Aetna Performance Stock Units ("PSUs") granted under the Aetna Plan, and that vest on 12/2/2020.

3. Stock Appreciation Rights ("SARs") granted under the Aetna Plan and converted pursuant to the Merger Agreement, that became exercisable on 2/19/2019.

4. SARs granted under the Aetna Plan and converted pursuant to the Merger Agreement, that became exercisable in two equal installments, commencing on 2/17/2019.

5. SARs granted under the Aetna Plan and converted pursuant to the Merger Agreement, that became exercisable in two equal annual installments, commencing on 5/10/2019.

6. Stock options that become exercisable in four equal annual installments, commencing 4/1/2020.

	/s/ Jonathan E. Mayhew	03/17/2020
	** 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.