SEC Form 4 · accession 0001140361-15-032998

OMNICARE INC · OCR

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

Reporting owner

Alexander M. Kayne

Officer — SVP, Gen. Counsel & Secretary

Period of report

Aug 18, 2015

Accepted (ET)

Aug 20, 2015 · 5:27 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	35,346	$98.00	D	9,140	D
Common Stock^F3	Aug 18, 2015	D	6,601	$98.00	D	2,539	D
Common Stock^F4	Aug 18, 2015	D	2,539	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option^F6,F5	$34.96	Aug 18, 2015	D	9,026	D	—	Apr 29, 2019	Common Stock	9,026	D
Stock Option^F7	$39.08	Aug 18, 2015	D	150	D	Feb 5, 2017	Feb 4, 2023	Common Stock	150	D
Stock Option^F7	$43.50	Aug 18, 2015	D	318	D	May 2, 2017	May 1, 2023	Common Stock	318	D
Stock Option^F7	$54.01	Aug 18, 2015	D	220	D	Aug 6, 2017	Aug 5, 2023	Common Stock	220	D
Stock Option^F7	$55.72	Aug 18, 2015	D	258	D	Nov 7, 2017	Nov 6, 2023	Common Stock	258	D
Stock Option^F7	$60.71	Aug 18, 2015	D	236	D	Feb 6, 2018	Feb 5, 2024	Common Stock	236	D
Stock Option^F7	$60.09	Aug 18, 2015	D	210	D	May 6, 2018	May 5, 2024	Common Stock	210	D
Stock Option^F7	$61.93	Aug 18, 2015	D	214	D	Aug 7, 2018	Aug 6, 2024	Common Stock	214	D
Stock Option^F7	$68.23	Aug 18, 2015	D	224	D	Nov 6, 2018	Nov 5, 2024	Common Stock	224	D
Stock Option^F7	$76.15	Aug 18, 2015	D	200	D	Feb 5, 2019	Feb 4, 2025	Common Stock	200	D
Stock Option^F7	$91.01	Aug 18, 2015	D	148	D	May 8, 2019	May 7, 2025	Common Stock	148	D

Explanation of responses

F1Reflects 74 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 2,302 shares of CVS Health Corporation restricted stock.
F5This stock option became exercisable in three annual installments beginning on April 30, 2013.
F6At the Effective Time, in accordance with the Merger Agreement, this stock option 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.
F7At 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.