CVS HEALTH Corp — Director's Dealing 2021

Apr 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CVS HEALTH Corp (CVS)
CIK: 0000064803
Period of Report: 2021-02-01

Reporting Person: Roberts Jonathan C (EVP & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-01	Common Stock	A	175811	—	Acquired	176474.717	Direct
2021-04-01	Common Stock	F	79714	$74.30	Disposed	96760.717	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-01	Stock Option	$74.30	A	172772	Acquired	2031-04-01	Common Stock (172772)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45061	Indirect
Common Stock (restricted)	12812	Direct
ESOP Common Stock	6045	Indirect
Stock Unit	333720.845	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Credits	$1.00		Common Stock (1422.6711)	1422.6711	Direct
Stock Option	$45.93	2022-09-04	Common Stock (108870)	108870	Direct
Stock Option	$102.26	2022-04-01	Common Stock (68482)	68482	Direct
Stock Option	$104.82	2023-04-01	Common Stock (161318)	161318	Direct
Stock Option	$78.05	2024-04-03	Common Stock (200358)	200358	Direct
Stock Option	$62.21	2025-04-01	Common Stock (248131)	248131	Direct
Stock Option	$54.19	2029-04-01	Common Stock (303010)	303010	Direct
Stock Option	$58.34	2030-04-01	Common Stock (239355)	239355	Direct

Footnotes

F1: 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 February 1, 2021. 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 1, 2021. The PSUs vested and settled on April 1, 2021.

F2: Surrender of shares in payment of taxes due upon the vesting and settlement of the PSUs on April 1, 2021.

F3: Option becomes exercisable in four equal installments, commencing 4/1/2022.

F4: 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.

F5: Option became exercisable in three equal annual installments, commencing 9/4/2015.

F6: Option became exercisable in four equal annual installments, commencing 4/1/2016.

F7: Option became exercisable in four equal annual installments, commencing 4/1/2017.

F8: Option became exercisable in four equal annual installments, commencing 4/3/2018.

F9: Option became exercisable in four equal annual installments, commencing 4/1/2019.

F10: Option became exercisable in four equal annual installments, commencing 4/1/2020.

F11: The number of shares subject to the option were calculated using a 30-day average price.

F12: Options became exercisable in four equal installments, commencing 4/1/2021.