0001140361-15-033008.txt : 20150820 0001140361-15-033008.hdr.sgml : 20150820 20150820173314 ACCESSION NUMBER: 0001140361-15-033008 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: Sahney Nitin CENTRAL INDEX KEY: 0001505567 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08269 FILM NUMBER: 151067019 MAIL ADDRESS: STREET 1: 100 EAST RIVER CENTER 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 0001505567 Sahney Nitin 900 OMNICARE CENTER 201 E. FOURTH STREET CINCINNATI OH 45202 1 1 0 0 President & CEO Common Stock 2015-08-18 4 D 0 79134 98.00 D 54932 D Common Stock 2015-08-18 4 D 0 29081 98.00 D 25851 D Common Stock 2015-08-18 4 D 0 25851 D 0 D Common Stock 2015-08-18 4 D 0 142.017 98.00 D 0 I 401(k) plan Stock Option 34.96 2015-08-18 4 D 0 24068 D 2019-04-29 Common Stock 24068 0 D 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 23,440 shares of CVS Health Corporation restricted stock. The 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 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 Nitin Sahney 2015-08-20