SEC FORM 4

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^*

MERLO LARRY J

(Last)

(First)

(Middle)

ONE CVS DRIVE

(Street)

WOONSOCKET

02895-

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CVS CAREMARK CORP [ CVS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (restricted)	04/01/2014		A		53,843⁽¹⁾	A	$74.29	263,284	D
Common Stock								117,047.5333	D
Common Stock								343,333.2674	I	By Trust As Beneficiary
ESOP Common Stock								6,365.2814	I	By ESOP
Stock Unit								529,308.4655	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$74.29	04/01/2014		A		335,697		04/01/2015⁽²⁾	04/01/2021	Common Stock	335,697	$74.29	335,697	D
Phantom Stock Credits	$1⁽³⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	5,156.1057		5,156.1057	D
Stock Option	$41.17							04/01/2009⁽⁵⁾	04/01/2015	Common Stock	144,144		144,144	D
Stock Option	$28.1							04/01/2010⁽⁶⁾	04/01/2016	Common Stock	92,786		92,786	D
Stock Option	$36.23							04/01/2011⁽⁷⁾	04/01/2017	Common Stock	152,988		152,988	D
Stock Option	$34.96							04/01/2012⁽⁸⁾	04/01/2018	Common Stock	241,150		241,150	D
Stock Option	$45.07							04/02/2013⁽⁹⁾	04/02/2019	Common Stock	332,736		332,736	D
Stock Option	$54.53							04/01/2014⁽¹⁰⁾	04/01/2020	Common Stock	314,713		314,713	D

Explanation of Responses:

1. Consists of Restricted Stock Units awarded pursuant to Issuer's 2010 Incentive Compensation Plan. Restrictions lapse 50% on 4/1/2017 and 50% on 4/1/2019.

2. Option becomes exercisable in four equal annual installments, commencing 4/1/2015.

3. Each share credit is equivalent to one share; 1-for-1 conversion.

4. Reflects year end company match share credits under a non-qualified deferred compensation plan; share credits are payable in cash only, at such timee as has been elected by the reporting person.

5. Option became exercisable in three equal annual installments, commencing 4/1/2009.

6. Option became exercisable in three equal annual installments, commencing 4/1/2010.

7. Option became exercisable in three equal annual installments, commencing 4/1/2011.

8. Option became exercisable in four equal annual installments, commencing 4/1/2012.

9. Option became exercisable in four equal annual installments, commencing 4/2/2013.

10. Option became exercisable in four equal annual installments, commencing 4/1/2014

	Larry J. Merlo	04/03/2014
	** 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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