SEC Form 4 · accession 0001140361-15-033008

OMNICARE INC · OCR

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

Reporting owner

Officer — President & CEO · Director

Period of report

Aug 18, 2015

Accepted (ET)

Aug 20, 2015 · 5:33 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 Stock^F1	Aug 18, 2015	D	79,134	$98.00	D	54,932	D
Common Stock^F2	Aug 18, 2015	D	29,081	$98.00	D	25,851	D
Common Stock^F3	Aug 18, 2015	D	25,851	—	D	0	D
Common Stock^F1	Aug 18, 2015	D	142	$98.00	D	0	I	401(k) plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option^F5,F4	$34.96	Aug 18, 2015	D	24,068	D	—	Apr 29, 2019	Common Stock	24,068	0	D

F1At 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.
F2At 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.
F3At the Effective Time, in accordance with the Merger Agreement, these shares of restricted stock were converted into 23,440 shares of CVS Health Corporation restricted stock.
F4The stock option became exercisable in three annual installments beginning on April 30, 2013.
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.