0001140361-15-032998.txt : 20150820 0001140361-15-032998.hdr.sgml : 20150820 20150820172723 ACCESSION NUMBER: 0001140361-15-032998 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150818 FILED AS OF DATE: 20150820 DATE AS OF CHANGE: 20150820 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OMNICARE INC CENTRAL INDEX KEY: 0000353230 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 311001351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 900 OMNICARE CENTER STREET 2: 201 E. FOURTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137192600 MAIL ADDRESS: STREET 1: 900 OMNICARE CENTER STREET 2: 201 E. FOURTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kayne Alexander M. CENTRAL INDEX KEY: 0001517299 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08269 FILM NUMBER: 151066988 MAIL ADDRESS: STREET 1: 100 EAST RIVERCENTER BLVD. STREET 2: 16TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 4 1 doc1.xml FORM 4 X0306 4 2015-08-18 1 0000353230 OMNICARE INC OCR 0001517299 Kayne Alexander M. 900 OMNICARE CENTER 201 E. FOURTH STREET CINCINNATI OH 45202 0 1 0 0 SVP, Gen. Counsel & Secretary Common Stock 2015-08-18 4 D 0 35346 98.00 D 9140 D Common Stock 2015-08-18 4 D 0 6601 98.00 D 2539 D Common Stock 2015-08-18 4 D 0 2539 D 0 D Stock Option 34.96 2015-08-18 4 D 0 9026 D 2019-04-29 Common Stock 9026 0 D Stock Option 39.08 2015-08-18 4 D 0 150 D 2017-02-05 2023-02-04 Common Stock 150 0 D Stock Option 43.50 2015-08-18 4 D 0 318 D 2017-05-02 2023-05-01 Common Stock 318 0 D Stock Option 54.01 2015-08-18 4 D 0 220 D 2017-08-06 2023-08-05 Common Stock 220 0 D Stock Option 55.72 2015-08-18 4 D 0 258 D 2017-11-07 2023-11-06 Common Stock 258 0 D Stock Option 60.71 2015-08-18 4 D 0 236 D 2018-02-06 2024-02-05 Common Stock 236 0 D Stock Option 60.09 2015-08-18 4 D 0 210 D 2018-05-06 2024-05-05 Common Stock 210 0 D Stock Option 61.93 2015-08-18 4 D 0 214 D 2018-08-07 2024-08-06 Common Stock 214 0 D Stock Option 68.23 2015-08-18 4 D 0 224 D 2018-11-06 2024-11-05 Common Stock 224 0 D Stock Option 76.15 2015-08-18 4 D 0 200 D 2019-02-05 2025-02-04 Common Stock 200 0 D Stock Option 91.01 2015-08-18 4 D 0 148 D 2019-05-08 2025-05-07 Common Stock 148 0 D Reflects 74 shares of Common Stock acquired in exempt transactions under the Omnicare StockPlus Program (broad-based stock purchase/option plan). 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. At 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. At 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. This stock option became exercisable in three annual installments beginning on April 30, 2013. At 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. 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. /s/ Nathan Scott, attorney-in-fact for Alexander M. Kayne 2015-08-20