SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HEYER STEVEN J

(Last)

(First)

(Middle)

4437 NORTHSIDE PARKWAY

SUITE 254

(Street)

ATLANTA

30327

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OMNICARE INC [ OCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/18/2015		D		32,503⁽¹⁾	D	$98⁽²⁾	6,596	D
Common Stock	08/18/2015		D		6,596	D	$98⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$31.2	08/18/2015		D			1,266	05/05/2015	05/04/2021	Common Stock	1,266	⁽⁴⁾	0	D
Stock Option	$60.09	08/18/2015		D			664	05/06/2018	05/05/2024	Common Stock	664	⁽⁴⁾	0	D
Stock Option	$91.01	08/18/2015		D			450	05/08/2019	05/07/2025	Common Stock	450	⁽⁴⁾	0	D

Explanation of Responses:

1. Reflects 225 shares of Common Stock acquired in exempt transactions under the Omnicare StockPlus Program (broad-based stock purchase/option plan).

2. At 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.

3. At 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.

4. At 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.

Remarks:

	/s/ Nathan Scott, attorney-in-fact for Steven J. Heyer	08/20/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.