SEC Form 4 · accession 0001140361-15-032980
OMNICARE INC · OCR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven J Heyer
Director
Period of report
Aug 18, 2015
Accepted (ET)
Aug 20, 2015 · 5:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000353230
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 18, 2015 | D | 32,503 | $98.00 | D | 6,596 | D | |
| Common StockF3 | Aug 18, 2015 | D | 6,596 | $98.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF4 | $31.20 | Aug 18, 2015 | D | 1,266 | D | May 5, 2015 | May 4, 2021 | Common Stock | 1,266 | 0 | D |
| Stock OptionF4 | $60.09 | Aug 18, 2015 | D | 664 | D | May 6, 2018 | May 5, 2024 | Common Stock | 664 | 0 | D |
| Stock OptionF4 | $91.01 | Aug 18, 2015 | D | 450 | D | May 8, 2019 | May 7, 2025 | Common Stock | 450 | 0 | D |
Explanation of responses
- F1Reflects 225 shares of Common Stock acquired in exempt transactions under the Omnicare StockPlus Program (broad-based stock purchase/option plan).
- F2At the Effective Time (as defined in the Agreement and Plan of Merger, dated May 20, 2015 (the "Merger Agreement"), by and among the Company, CVS Pharmacy, Inc. and Tree Merger Sub, Inc.), these shares of Common Stock were converted into the right to receive the merger consideration of $98.00 per share in cash (the "Merger Consideration") in accordance with the Merger Agreement.
- F3At the Effective Time, in accordance with the Merger Agreement, these restricted stock units were cancelled and converted into the right to receive the Merger Consideration.
- F4At the Effective Time, in accordance with the Merger Agreement, this stock option acquired under the Omnicare StockPlus Program (broad-based stock purchase/option plan) became fully vested and was cancelled and converted into the right to receive a cash amount determined by multiplying (x) the excess of the Merger Consideration over the exercise price of such stock option by (y) the number of shares of Common Stock subject to such stock option.