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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Oak Street Health Inc | NYSE:OSH | NYSE | Common Stock |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 39.00 | 0 | 00:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
Oak Street Health, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
67181A107
(CUSIP Number)
May 2, 2023
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Names of Reporting Persons Newlight Harbour Point SPV LLC Check The Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒ SEC Use Only Citizenship or Place of
Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power 0 Shared Voting Power 0 Sole Dispositive Power 0 Shared Dispositive Power 0 Aggregate Amount Beneficially Owned by Each Reporting Person 0 Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ Percent of Class
Represented by Amount in Row (9) 0% Type of Reporting Person
(See Instructions) OO
Names of Reporting Persons Newlight Partners LP Check The Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒ SEC Use Only Citizenship or Place of
Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power 0 Shared Voting Power 0 Sole Dispositive Power 0 Shared Dispositive Power 0 Aggregate Amount Beneficially Owned by Each Reporting Person 0 Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ Percent of Class
Represented by Amount in Row (9) 0% Type of Reporting Person
(See Instructions) PN
Names of Reporting Persons Newlight GP LLC Check The Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒ SEC Use Only Citizenship or Place of
Organization Delaware Number of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power 0 Shared Voting Power 0 Sole Dispositive Power 0 Shared Dispositive Power 0 Aggregate Amount Beneficially Owned by Each Reporting Person 0 Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ Percent of Class
Represented by Amount in Row (9) 0% Type of Reporting Person
(See Instructions) OO
Names of Reporting Persons Ravi Yadav Check The Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒ SEC Use Only Citizenship or Place of
Organization United States of
America Number of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power 0 Shared Voting Power 0 Sole Dispositive Power 0 Shared Dispositive Power 0 Aggregate Amount Beneficially Owned by Each Reporting Person 0 Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ Percent of Class
Represented by Amount in Row (9) 0% Type of Reporting Person
(See Instructions) IN
Names of Reporting Persons David Wassong Check The Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒ SEC Use Only Citizenship or Place of
Organization United States of
America Number of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power 0 Shared Voting Power 0 Sole Dispositive Power 0 Shared Dispositive Power 0 Aggregate Amount Beneficially Owned by Each Reporting Person 0 Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ Percent of Class
Represented by Amount in Row (9) 0% Type of Reporting Person
(See Instructions) IN
30 W. Monroe Street, Suite 1200 Chicago,
Illinois 60603 This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting
Persons”: 1. Newlight Harbour Point SPV LLC (“Newlight Harbour
Point SPV”) 2. Newlight GP LLC (“Newlight Partners”) 3. Newlight Partners LP (“Newlight GP”) 4. Ravi
Yadav 5. David Wassong The principal business address of each of the Reporting Persons is as follows: c/o Newlight Partners LP 320 Park Avenue New York, NY 10022-4608
(a) Amount beneficially owned: See responses to Item 9 on each cover page. (b) Percent of Class: See responses to Item 11 on each cover page. (c) Number of shares as to
which the Reporting Person has: (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. (ii) Shared power to vote or to
direct the vote: See responses to Item 6 on each cover
page. (iii) Sole power to
dispose or to direct the disposition of: See responses to
Item 7 on each cover page. (iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.
SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 4, 2023 /s/ David Taylor /s/ David Taylor /s/ David Taylor /s/ David Taylor /s/ David Taylor
CUSIP No. 67181A107
13G
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CUSIP No. 67181A107
13G
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CUSIP No. 67181A107
13G
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CUSIP No. 67181A107
13G
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CUSIP No. 67181A107
13G
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CUSIP No. 67181A107
13G
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Explanatory Note
This Amendment No. 3 (this “Amendment”) amends, in its entirety, the statement on Schedule 13G originally filed on February 12, 2021 by the Reporting Persons. On May 2, 2023, pursuant to the Agreement and
Plan of Merger dated February 7, 2023, by and among Oak Street Health, Inc., a Delaware corporation (the “Issuer”), CVS Pharmacy, Inc. (“Parent”), a Rhode Island corporation and wholly owned direct subsidiary of CVS Health
Corporation (“CVS Health”), Halo Merger Sub Corp., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”), and, for the limited purposes set forth therein, CVS Health, Merger Sub merged with and into
the Issuer, with the Issuer continuing as the surviving company. As a result of the Merger, at the effective time of the Merger, each share of Common Stock of the Issuer that is issued and outstanding as of immediately prior to the effective time of
the Merger was cancelled and converted into the right to receive $39.00 per share in cash, without interest. As a result, this Amendment is being filed to disclose that the Reporting Persons have ceased to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock of the Issuer. This Amendment is the final amendment to the Schedule 13G and constitutes an exit filing for the Reporting Persons.
Item 1(a).
Name of Issuer:
Oak Street Health, Inc.
Item 1(b).
Address of Issuer’s Principal Executive Offices:
Item 2(a).
Names of Persons Filing:
Item 2(b).
Address of the Principal Business Office or, if None, Residence:
Item 2(c).
Citizenship:
See responses to Item 4 on each cover page.
Item 2(d).
Title of Class of Securities:
Common Stock, $0.001 par value per share (“Common Stock”)
Item 2(e).
CUSIP Number:
67181A107
CUSIP No. 67181A107
13G
Page
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of 10 Pages
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
Not Applicable.
Item 4.
Ownership.
Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following ☒
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable.
Item 9.
Notice of Dissolution of Group.
Not Applicable.
Item 10.
Certification.
Not Applicable.
Newlight Harbour Point SPV LLC
By:
Name: David Taylor
Title: Attorney-in-Fact
Newlight Partners LP
By: Newlight GP LLC, its general partner
By:
Name: David Taylor
Title: Attorney-in-Fact
Newlight GP LLC
By:
Name: David Taylor
Title: Attorney-in-Fact
Ravi Yadav
By:
Name: David Taylor
Title: Attorney-in-Fact
David Wassong
By:
Name: David Taylor
Title: Attorney-in-Fact
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