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