Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Lynch Karen S
  2. Issuer Name and Ticker or Trading Symbol
CVS HEALTH Corp [CVS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Pres, Aetna Bus Unit
(Last)
(First)
(Middle)
ONE CVS DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
11/28/2018
(Street)

WOONSOCKET, RI 02895
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 11/28/2018   A   62,747 A (1) 62,747 D  
Common Stock (restricted) 11/28/2018   A   201,215 A (2) 201,215 D  
Common Stock (restricted) 11/28/2018   A   31,144 (3) A $ 80.27 232,359 D  

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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 Underlying Securities
(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 of Derivative Security: 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
Stock Appreciation Rights $ 45.91 11/28/2018   A   192,741   02/17/2019(4) 02/16/2027 Common Stock 192,741 $ 45.91 192,741 D  
Stock Appreciation Rights $ 37.91 11/28/2018   A   93,989   02/19/2019(5) 02/18/2026 Common Stock 93,989 $ 37.91 93,989 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lynch Karen S
ONE CVS DRIVE
WOONSOCKET, RI 02895
      EVP & Pres, Aetna Bus Unit  

Signatures

 /s/ Karen S. Lynch   11/30/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Pursuant to the terms of the Agreement and Plan of Merger, dated as of December 3, 2017 (the "Merger Agreement"), by and among CVS Health Corporation ("CVS Health"), Hudson Merger Sub Corp. (the "Merger Sub"), a wholly owned subsidiary of CVS Health, and Aetna Inc. ("Aetna"), on November 28, 2018 (the "Closing Date") the Merger Sub merged with and into Aetna (the "Merger"), with Aetna continuing as the surviving company of the Merger and as a wholly owned subsidiary of CVS Health. Pursuant to the Merger Agreement, on the Closing Date each share of Aetna common stock held by the reporting person was converted into the right to receive 0.8378 of a share of common stock of CVS Health and $145.00 in cash. The closing price of CVS Health's common stock on November 28, 2018 was $80.27 per share.
(2) Includes (1) 80,722 CVS Health Restricted Stock Units ("RSUs") that were converted from Aetna Performance Stock Units ("PSUs") granted under the Aetna Inc. 2010 Stock Incentive Plan (the "Plan") pursuant to the Merger Agreement and that vest on February 19, 2019; (2) 35,946 CVS Health RSUs that were converted from Aetna PSUs granted under the Plan pursuant to the Merger Agreement and that vest on February 17, 2020; and (3) 84,547 CVS Health RSUs that were converted from Aetna RSUs granted under the Plan pursuant to the Merger Agreement and that vest in three equal annual installments beginning on December 2, 2018.
(3) Consists of CVS RSUs awarded pursuant to the Plan. Restrictions lapse on 11/28/2021.
(4) Represents unvested Stock Appreciation Rights ("SARs") granted under the Plan on February 17, 2017 that were converted into CVS Health SARs pursuant to the terms of the Merger Agreement. These SARs vest in two substantally equal annual installments beginning on February 17, 2019.
(5) Represents unvested Stock Appreciation Rights ("SARs") granted under the Plan on February 19, 2016 that were converted into CVS Health SARs pursuant to the terms of the Merger Agreement. These SARs vest on February 19, 2019.

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