SEC Form 4 · accession 0001140361-15-032994

OMNICARE INC · OCR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — SVP, Chief HR Officer

Period of report

Aug 18, 2015

Accepted (ET)

Aug 20, 2015 · 5:20 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
Common Stock^F1,F2	Aug 18, 2015	D	6,941	$98.00	D	8,789	D
Common Stock^F3	Aug 18, 2015	D	6,699	$98.00	D	2,090	D
Common Stock^F4	Aug 18, 2015	D	2,090	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option^F5	$60.09	Aug 18, 2015	D	130	D	May 6, 2018	May 5, 2024	Common Stock	130	D
Stock Option^F5	$61.93	Aug 18, 2015	D	156	D	Aug 7, 2018	Aug 6, 2024	Common Stock	156	D
Stock Option^F5	$68.23	Aug 18, 2015	D	166	D	Nov 6, 2018	Nov 5, 2024	Common Stock	166	D
Stock Option^F5	$76.15	Aug 18, 2015	D	148	D	Feb 5, 2019	Feb 4, 2025	Common Stock	148	D
Stock Option^F5	$91.01	Aug 18, 2015	D	108	D	May 8, 2019	May 7, 2024	Common Stock	108	D

F1Reflects 54 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 shares of restricted stock became fully vested and any restrictions with respect thereto lapsed. Such shares were cancelled and converted into the right to receive the Merger Consideration.
F4At the Effective Time, in accordance with the Merger Agreement, these shares of restricted stock were converted into 1,895 shares of CVS Health Corporation restricted stock.
F5At 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.