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EX-23.1 - EX-23.1 - Oak Street Health, Inc.d144841dex231.htm

As filed with the Securities and Exchange Commission on May 26, 2021

No. 333-                

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Oak Street Health, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

(State or other jurisdiction of

incorporation or organization)

 

8000

(Primary Standard Industrial

Classification Code Number)

 

84-3446686

(I.R.S. Employer

Identification No.)

30 W. Monroe Street

Suite 1200

Chicago, Illinois 60603

Telephone: (312) 733-9730

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Mike Pykosz

Chief Executive Officer

30 W. Monroe Street

Suite 1200

Chicago, Illinois 60603

Telephone: (312) 733-9730

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Robert M. Hayward, P.C.

Robert E. Goedert, P.C.

Michael P. Keeley

Kirkland & Ellis LLP

300 North LaSalle

Chicago, IL 60654

(312) 862-2000

 

Michael Kaplan

Pedro J. Bermeo

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ☐

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ File Number 333-256433

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered(1)

 

Proposed

Maximum

Offering Price

Per Share

 

Proposed

Maximum

Aggregate

Offering Price(1)(2)

 

Amount of

Registration Fee

Common stock, par value $0.001 per share

  2,360,096   $62.00   $146,325,952   $15,965

 

 

(1)

Includes 307,838 shares subject to the underwriters’ option to purchase additional shares. The shares being registered under this Registration Statement are in addition to the 11,500,000 shares registered pursuant to the Registration Statement on Form S-1 (File No. 333-256433).

(2)

Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, for the purpose of determining the registration fee based on the public offering price per share of $62.00. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $731,630,000 on the Registration Statement on Form S-1 (File No. 333-256433), which was declared effective by the Securities and Exchange Commission on May 24, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $146,325,952 are hereby registered.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 

 


EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

This Registration Statement on Form S-1 is being filed with respect to the registration of additional shares of common stock, par value $0.001 per share, of Oak Street Health, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent and accountants’ consent. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-256433), filed by the Registrant on May 24, 2021, declared effective by the Securities and Exchange Commission on May 26, 2021. The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock offered by the selling shareholders by 2,360,096 shares, which includes 307,838 additional shares that the underwriters have the option to purchase. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1 (File No. 333-256433), including the exhibits and the power of attorney thereto, are incorporated by reference into this Registration Statement.



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago, State of Illinois, on May 26, 2021.

 

OAK STREET HEALTH, INC.
By:  

/s/ Mike Pykosz

  Name: Mike Pykosz
  Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

  

Date

/s/ Mike Pykosz

Mike Pykosz

  

Chief Executive Officer and Director

(Principal Executive Officer)

   May 26, 2021

/s/ Timothy Cook

Timothy Cook

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

   May 26, 2021

*

   Chief Operating Officer and Director    May 26, 2021
Geoff Price      

*

   Chief Medical Officer and Director    May 26, 2021
Griffin Myers      

*

Regina Benjamin

   Director    May 26, 2021

*

Carl Daley

   Director    May 26, 2021

*

Cheryl Dorsey

   Director    May 26, 2021

*

Mohit Kaushal

   Director    May 26, 2021

*

Kim Keck

   Director    May 26, 2021

*

Julie Klapstein

   Director    May 26, 2021


Signature

  

Title

  

Date

*

Paul Kusserow

 

*

   Director    May 26, 2021

Robbert Vorhoff

*

   Director    May 26, 2021
Srdjan Vukovic    Director    May 26, 2021

 

*

The undersigned, by signing his name hereto, signs and executes this Registration Statement pursuant to the Powers of Attorney executed by the above named signatories and previously filed with the Securities and Exchange Commission on May 24, 2021.

 

/s/ Rob Guenthner

Rob Guenthner
Attorney-in-fact