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
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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*
Kayne Alexander M.
(Last) (First) (Middle)
900 OMNICARE CENTER
201 E. FOURTH STREET
(Street)
CINCINNATI OH 45202
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Gen. Counsel & Secretary
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)
Code V Amount (A) or (D) Price
Common Stock 08/18/2015 D 35,346(1) D $98(2) 9,140 D
Common Stock 08/18/2015 D 6,601 D $98(3) 2,539 D
Common Stock 08/18/2015 D 2,539 D (4) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $34.96 08/18/2015 D 9,026 (5) 04/29/2019 Common Stock 9,026 (6) 0 D
Stock Option $39.08 08/18/2015 D 150 02/05/2017 02/04/2023 Common Stock 150 (7) 0 D
Stock Option $43.5 08/18/2015 D 318 05/02/2017 05/01/2023 Common Stock 318 (7) 0 D
Stock Option $54.01 08/18/2015 D 220 08/06/2017 08/05/2023 Common Stock 220 (7) 0 D
Stock Option $55.72 08/18/2015 D 258 11/07/2017 11/06/2023 Common Stock 258 (7) 0 D
Stock Option $60.71 08/18/2015 D 236 02/06/2018 02/05/2024 Common Stock 236 (7) 0 D
Stock Option $60.09 08/18/2015 D 210 05/06/2018 05/05/2024 Common Stock 210 (7) 0 D
Stock Option $61.93 08/18/2015 D 214 08/07/2018 08/06/2024 Common Stock 214 (7) 0 D
Stock Option $68.23 08/18/2015 D 224 11/06/2018 11/05/2024 Common Stock 224 (7) 0 D
Stock Option $76.15 08/18/2015 D 200 02/05/2019 02/04/2025 Common Stock 200 (7) 0 D
Stock Option $91.01 08/18/2015 D 148 05/08/2019 05/07/2025 Common Stock 148 (7) 0 D
Explanation of Responses:
1. Reflects 74 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 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.
4. 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.
5. This stock option became exercisable in three annual installments beginning on April 30, 2013.
6. 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.
7. 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 Alexander M. Kayne 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).
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