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: Lynch Karen S (EVP and President, Aetna)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-01	Common Stock	A	95302	—	Acquired	95302	Direct
2021-04-01	Common Stock	F	43211	$74.30	Disposed	52091	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-01	Stock Option	$74.30	A	224604	Acquired	2031-04-01	Common Stock (224604)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (By Trust)	94369	Direct
Common Stock (restricted)	31144	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Appreciation Rights	$45.91	2027-02-16	Common Stock (192741)	192741	Direct
Stock Appreciation Rights	$37.91	2026-02-18	Common Stock (93989)	93989	Direct
Stock Option	$54.19	2029-04-01	Common Stock (242408)	242408	Direct
Stock Option	$58.34	2030-04-01	Common Stock (211196)	211196	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 Aetna Inc. 2010 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: Represents unvested Aetna Inc. Stock Appreciation Rights ("SARs") granted under the Aetna Inc. 2010 Stock Incentive Plan (the "Aetna Plan") on February 17, 2017 that were converted into CVS Health SARs pursuant to the terms of the CVS/Aetna Merger Agreement. These SARs vested in two substantially equal annual installments beginning on February 17, 2019.

F5: Represents unvested SARs granted under the Aetna Plan on February 19, 2016 that were converted into CVS Health SARs pursuant to the terms of the CVS/Aetna Merger Agreement. These SARs vested on February 19, 2019.

F6: Option became exercisable in four equal annual installments, commencing 4/1/2020.

F7: The number of shares subject to the option were calculated using a 30-day average price.

F8: Options became exercisable in four equal installments, commencing 4/1/2021.