Director Robbins Larry sold $253,695,413 worth of shares (3,750,000 units at $67.65) (SEC Form 4)
$CVS
Retail-Drug Stores and Proprietary Stores
Consumer Staples
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CVS HEALTH Corp [ CVS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/02/2025 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 05/02/2025 | S | 1,679,736 | D | $67.3857(2) | 10,267,063 | I | Held by Glenview Investment Funds(3)(4) | ||
| Common Stock(1) | 05/02/2025 | S | 222,556 | D | $68.3827(5) | 10,044,507 | I | Held by Glenview Investment Funds(3)(4) | ||
| Common Stock(1) | 05/02/2025 | S | 373,776 | D | $69.6556(6) | 9,670,731 | I | Held by Glenview Investment Funds(3)(4) | ||
| Common Stock(1) | 05/05/2025 | S | 1,226,933 | D | $67.3669(7) | 8,443,798 | I | Held by Glenview Investment Funds(3)(4) | ||
| Common Stock(1) | 05/05/2025 | S | 96,999 | D | $67.9932(8) | 8,346,799 | I | Held by Glenview Investment Funds(3)(4) | ||
| Common Stock(1) | 05/06/2025 | S | 150,000 | D | $66.6714(9) | 8,196,799 | I | Held by Glenview Investment Funds(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. These shares of the Issuer's common stock (the "Shares") are held for the accounts of Glenview Capital Master Fund, Ltd., Glenview Offshore Opportunity Master Fund, Ltd. (the "GO Fund"), Glenview Healthcare Master Fund, L.P., and GCM Suggestivist I Master Fund, L.P. (collectively, the "Glenview Investment Funds"). |
| 2. This price reflects the weighted average price for open-market sales of Shares on May 2, 2025 within a $1.00 range. The actual prices for these transactions range from $67.08 to $68.07, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
| 3. The Reporting Person disclaims beneficial ownership over any securities owned by the Glenview Investment Funds other than to the extent of any pecuniary interest he may have therein. |
| 4. The Glenview Investment Funds are the record holders of the Shares. The Reporting Person is the Founder, Portfolio Manager and CEO of Glenview Capital Management, LLC, which serves as investment manager to each of the Glenview Investment Funds. The Reporting Person shares voting and dispositive power over the Shares held by the Glenview Investment Funds and may be deemed to beneficially own such Shares. |
| 5. This price reflects the weighted average price for open-market sales of Shares on May 2, 2025 within a $1.00 range. The actual prices for these transactions range from $68.08 to $69.0764, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
| 6. This price reflects the weighted average price for open-market sales of Shares on May 2, 2025 within a $1.00 range. The actual prices for these transactions range from $69.0817 to $70.035, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
| 7. This price reflects the weighted average price for open-market sales of Shares on May 5, 2025 within a $1.00 range. The actual prices for these transactions range from $66.925 to $67.92, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
| 8. This price reflects the weighted average price for open-market sales of Shares on May 5, 2025 within a $1.00 range. The actual prices for these transactions range from $67.925 to $68.26, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
| 9. This price reflects the weighted average price for open-market sales of Shares on May 6, 2025 within a $1.00 range. The actual prices for these transactions range from $66.235 to $67.05, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
| /s/ Larry Robbins | 05/06/2025 | |
| ** 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). | ||
| 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. | ||