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*
Kraft Robert O.
(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 & Chief Financial Officer
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 29,008(1) D $98(2) 13,706 D
Common Stock 08/18/2015 D 9,410 D $98(3) 4,296 D
Common Stock 08/18/2015 D 4,296 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 $27.83 08/18/2015 D 328 08/04/2015 08/03/2021 Common Stock 328 (5) 0 D
Stock Option $30.03 08/18/2015 D 420 11/03/2015 11/02/2021 Common Stock 420 (5) 0 D
Stock Option $33.11 08/18/2015 D 330 02/02/2016 02/01/2022 Common Stock 330 (5) 0 D
Stock Option $35.28 08/18/2015 D 364 05/03/2016 05/02/2022 Common Stock 364 (5) 0 D
Stock Option $31.41 08/18/2015 D 348 08/07/2016 08/06/2022 Common Stock 348 (5) 0 D
Stock Option $35.38 08/18/2015 D 378 11/06/2016 11/05/2022 Common Stock 378 (5) 0 D
Stock Option $39.08 08/18/2015 D 316 02/05/2017 02/04/2023 Common Stock 316 (5) 0 D
Stock Option $43.5 08/18/2015 D 328 05/02/2017 05/01/2023 Common Stock 328 (5) 0 D
Stock Option $54.01 08/18/2015 D 226 08/06/2017 08/05/2023 Common Stock 226 (5) 0 D
Stock Option $55.72 08/18/2015 D 262 11/07/2017 11/06/2023 Common Stock 262 (5) 0 D
Stock Option $60.71 08/18/2015 D 238 02/06/2018 02/05/2024 Common Stock 238 (5) 0 D
Stock Option $60.09 08/18/2015 D 218 05/06/2018 05/05/2024 Common Stock 218 (5) 0 D
Stock Option $61.93 08/18/2015 D 224 08/07/2018 08/06/2024 Common Stock 224 (5) 0 D
Stock Option $68.23 08/18/2015 D 238 11/06/2018 11/05/2024 Common Stock 238 (5) 0 D
Stock Option $76.15 08/18/2015 D 210 02/05/2019 02/04/2025 Common Stock 210 (5) 0 D
Stock Option $91.01 08/18/2015 D 156 05/08/2019 05/07/2025 Common Stock 156 (5) 0 D
Explanation of Responses:
1. Reflects 78 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 3,895 shares of CVS Health Corporation restricted stock.
5. 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 Robert O. Kraft 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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