SEC FORM 4

SEC FORM 4 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Newlight Partners LP

(Last)

(First)

(Middle)

320 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Oak Street Health, Inc. [ OSH ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	05/02/2023		D⁽¹⁾⁽²⁾		32,550,265	D	$39⁽²⁾	0	I	See Footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Newlight Partners LP

(Last)

(First)

(Middle)

320 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Newlight Harbour Point SPV LLC

(Last)

(First)

(Middle)

C/O NEWLIGHT PARTNERS LP

320 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Newlight GP LLC

(Last)

(First)

(Middle)

C/O NEWLIGHT PARTNERS LP

320 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Yadav Ravi

(Last)

(First)

(Middle)

C/O NEWLIGHT PARTNERS LP

320 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WASSONG DAVID

(Last)

(First)

(Middle)

C/O NEWLIGHT PARTNERS LP

320 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. On February 7, 2023, Oak Street Health, Inc. (the "Issuer" or "Company"), entered into an Agreement and Plan of Merger with CVS Pharmacy, Inc. ("Parent"), Halo Merger Sub Corp., a wholly owned subsidiary of Parent ("Merger Sub"), and for the limited purposes set forth therein, CVS Health Corporation, the ultimate parent company of Parent, pursuant to which, on May 2, 2023, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger").

2. At the effective time of the Merger, each share of the Issuer's common stock that was issued and outstanding as of immediately prior to the effective time of the Merger (including, for the avoidance of doubt, all of the reported securities) was automatically cancelled and converted into the right to receive $39.00 per share in cash, without interest.

3. The reported securities were directly held by Newlight Harbour Point SPV LLC ("SPV"). Newlight Partners LP controls SPV and serves as the exclusive investment manager to its client in respect of shares held by SPV. The general partner of Newlight Partners LP is Newlight GP LLC. The sole members of Newlight GP LLC are Ravi Yadav and David Wassong.

Remarks:

The Reporting Persons may have been deemed to be directors-by-deputization for the purpose of Section 16 of the Securities Exchange Act of 1934 as a result of the service of Srdjan Vukovic on the Board of Directors of the Company because Mr. Vukovic is an employee of Newlight Partners LP or one of its affiliates. Each of Newlight Partners LP, Newlight GP LLC, Ravi Yadav and David Wassong disclaimed beneficial ownership of the shares of Common Stock of the Company, except to the extent of its pecuniary interest therein, and the inclusion of the Common Stock in any Section 16 report by such Reporting Persons shall not be deemed to be an admission of beneficial ownership of the Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

	Newlight Harbour Point SPV LLC, /s/ David Taylor, as attorney-in fact	05/04/2023
	Newlight Partners LP, By: Newlight GP LLC, its general partner /s/ David Taylor, as attorney-in fact	05/04/2023
	Newlight GP LLC, /s/ David Taylor, as attorney-in fact	05/04/2023
	/s/ David Taylor, as attorney-in-fact for Ravi Yadav	05/04/2023
	/s/ David Taylor, as attorney-in-fact for David Wassong	05/04/2023
	** 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.

SEC Form 4 filed by Newlight Partners Lp