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

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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).

1. Name and Address of Reporting Person^*

PRICE GEOFFREY M

(Last)

(First)

(Middle)

C/O OAK STREET HEALTH, INC.

30 W. MONROE ST., SUITE 1200

(Street)

CHICAGO

60603

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

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2023

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

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

X	Form filed by One Reporting Person
	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, $0.001 par value	03/20/2023		A		5,611⁽¹⁾	A	$0.00	3,884,042	D
Common Stock, $0.001 par value	03/21/2023		M⁽²⁾		50,000	A	$21	3,934,042	D
Common Stock, $0.001 par value	03/21/2023		S⁽²⁾		50,000	D	$35.734⁽³⁾	3,884,042	D
Common Stock, $0.001 par value								1,080,970⁽⁴⁾	I	By Price-Uhl Living Trust

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)
Employee Stock Option (Right to Buy)	$21	03/21/2023		M⁽²⁾			50,000	08/05/2020	⁽⁵⁾	Common Stock, par value $0.001	50,000	$0.00	2,432,609⁽⁶⁾	D

Explanation of Responses:

1. Represents Restricted Stock Units issued to the Reporting Person under Oak Street Health, Inc.'s Omnibus Incentive Plan (the "Plan") that shall vest in four equal installments on each anniversary date of the grant date, subject to the terms of the Plan.

2. The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

3. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $35.680 to $35.830, inclusive. The Reporting Person undertakes to provide to Oak Street Health, Inc., any security holder of Oak Street Health, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote (2).

4. On April 6, 2022, the Reporting Person filed a Form 4 that contained a scrivener's error that resulted in the number of shares beneficially owned indirectly by the Reporting Person to be understated. That error has been corrected in this Form 4.

5. The reported securities include the aggregate options, all of which were issued at the time of the Issuer's initial public offering, held by the Reporting Person, a portion of which remains subject to vesting.

6. On February 9, 2023, the Reporting Person filed a Form 4 that contained a scrivener's error that resulted in the number of derivative securities held by the Reporting Person to be understated. That error has been corrected in this Form 4.

Remarks:

	/s/ Robert Guenthner, attorney-in-fact for Geoffrey Price	03/22/2023
	** 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 Price Geoffrey M