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*
RAINEY WILLIAM J
(Last) (First) (Middle)
C/O LONGS DRUG STORES CORPORATION
141 NORTH CIVIC DRIVE
(Street)
WALNUT CREEK CA 94596
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LONGS DRUG STORES CORP [ LDG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, GENERAL COUNSEL & SEC
3. Date of Earliest Transaction (Month/Day/Year)
10/20/2008
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 10/20/2008 A 13,200(1) A $0 13,200 D
Common Stock 10/20/2008 A 4,000(2) A $0 4,000 D
Common Stock 10/20/2008 A 2,168(2) A $0 2,168 D
Common Stock 10/20/2008 D 13,200(3) D $71.5 0 D
Common Stock 10/20/2008 D 4,000(3) D $71.5 0 D
Common Stock 10/20/2008 D 2,168(3) D $71.5 0 D
Common Stock 10/20/2008 D 13,500(4) D $71.5 0 D
Common Stock 10/20/2008 D 6,000(4) D $71.5 0 D
Common Stock 10/20/2008 D 5,719(4) D $71.5 0 D
Common Stock 10/20/2008 U 649(5)(6) D $71.5 0 D
Common Stock 10/20/2008 U 30,050(6) D $71.5 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
Employee Stock Option $24.4 10/20/2008 D 4,375(7) 11/24/2004 11/24/2013 Common Stock 4,375 $71.5 0 D
Employee Stock Option $27.4 10/20/2008 D 6,250(7) 11/15/2005 11/15/2014 Common Stock 6,250 $71.5 0 D
Explanation of Responses:
1. In accordance with the terms of the Agreement and Plan of Merger, dated as of August 12, 2008, among Longs Drug Stores Corporation, CVS Caremark Corporation and Blue Mergersub Corp. (the "Merger Agreement"), each outstanding right to earn a restricted share under Longs' 2008/2009 performance-based restricted stock grant program ('Performance Share") was deemed to be earned at maximum.
2. In accordance with the terms of the Merger Agreement, each outstanding right to earn a restricted share under Longs' 2009/2010 performance-based restricted stock grant program ('Performance Share") was deemed to be earned at target, with that portion of such performance award not dependent solely on the Longs' performance in 2009 being prorated by a fraction, the numerator of which was the number of days elapsed between February 1, 2008 and October 20, 2008 and the denominator of which is the number of days in the full 2009/2010 performance cycle.
3. In accordance with the terms of the Merger Agreement, on October 20, 2008, each Performance Share was converted into the right to receive $71.50 per share in cash.
4. In accordance with the terms of the Merger Agreement, each outstanding unvested restricted share vested on October 20, 2008 and was converted into the right to receive $71.50 per share in cash.
5. These shares were held pursuant to Longs Drug Stores California, Inc. 401(k) Plan. The number of shares is based on a report prepared by the Plan as of 10/16/08.
6. In accordance with the tender offer commenced under the Merger Agreement, the shares listed were exchanged for the right to receive $71.50 per share in cash.
7. Pursuant to the Merger Agreement, this option, which provided for vesting in four (4) equal annual installments beginning one year from the grant date, was converted into the right to receive a cash payment equal to the number of shares of Longs common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $71.50.
Remarks:
/s/ William J. Rainey 10/20/2008
** 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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