CVS Health (CVS) Form 4 CVS HEALTH / Prem S Shah 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^*

Shah Prem S

(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 Co-President of Retail

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2022

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 (RSU)(1)	05/31/2022		A		20,671	A	$0	20,671	D
Common Stock								43,453.24	D
Common Stock (pep)(2)								4,413.0017	D
Common Stock (restricted)								16,522	D
ESOP Common Stock								4,538.8882	D
Common Stock (restricted)(3)								2,829	D
Stock Unit (deferred)(4)								6,634.1478	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(5)	$104.82							04/01/2017	04/01/2023	Common Stock	2,935		2,935	D
Stock Option(6)	$62.21							04/01/2019	04/01/2025	Common Stock	846		846	D
Stock Option(7)	$54.19							04/01/2020	04/01/2029	Common Stock	9,469		9,469	D
Stock Option(8)	$58.34							04/01/2021	04/01/2030	Common Stock	28,596		28,596	D
Stock Option(9)	$74.3							04/01/2022	04/01/2031	Common Stock	28,723		28,723	D
Stock Option(10)	$75.24							08/31/2021	08/31/2028	Common Stock	26,580		26,580	D
Phantom Stock Credits	$1							(11)	(12)	Common Stock	11,259.1952		11,259.1952	D
Stock Option	$101.09							04/01/2023(13)	04/01/2032	Common Stock	41,580		41,580	D

Explanation of Responses:

1. Consists of RSUs awarded pursuant to the Issuer's 2017 Incentive Compensation Plan. Restrictions lapse in three equal installments beginning 5/31/2023.

2. Consists of Matching RSUs awarded pursuant to Issuer's Partnership Equity Program, a sub-plan under its ICP, and dividend equivalents on the Matching RSUs. Restrictions lapse on the RSUs on 08/31/2023.

3. Consists of RSUs awarded pursuant to Issuer's Performance-Based Restricted Stock Plan under its 2017 Incentive Compensation Plan. Restrictions on the 2018 grant lapse in three equal installments commencing on 02/26/2022; restrictions on the 2020 grant lapse in two equal installments commencing on 2/28/22.

4. Consists of Stock Units awarded pursuant to Issuer's 2010 & 2017 Incentive Compensation Plans, the receipt of which the reporting person has elected to defer.

5. Option becomes exercisable in four equal installments commencing 04/01/2017.

6. Option becomes exercisable in four equal installments commencing 04/01/2019. Additional options from this award have been exercised.

7. Option becomes exercisable in four equal installments commencing 04/01/2020. Additional options from this award have been exercised.

8. Option becomes exercisable in four equal installments commencing 04/01/2021. Additional options from this award have been exercised.

9. Option becomes exercisable in three equal installments commencing 04/01/2022.

10. Option vests in three equal installments, on 8/31/2021, 8/31/2022 and 8/31/2023.

11. 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.

12. 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.

13. Option becomes exercisable in four equal installments, commencing 4/1/2023.

	/s/ Prem S. Shah	06/06/2022
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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