| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CVS CAREMARK CORP [ CVS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 (restricted) | 04/01/2009 | A | 16,015(1) | A | $0 | 83,719 | D | |||
| Common Stock | 207,179.3773 | D | ||||||||
| Common Stock | 23,757.2431 | I | By Trust As Beneficiary | |||||||
| ESOP Common Stock | 1,717.9192 | I | by ESOP | |||||||
| Stock Unit | 114,348.0129 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | $28.1 | 04/01/2009 | A | 192,709 | 04/01/2010(2) | 04/01/2016 | Common Stock | 192,709 | $0 | 192,709 | D | ||||
| Phantom Stock Credits | $1(3) | (4)(5) | (4)(5) | Common Stock | 15,049 | 15,049 | D | ||||||||
| Stock Option | $19.2813 | 01/03/2002 | 01/03/2010 | Common Stock | 80,000 | 80,000 | D | ||||||||
| Stock Option | $20.875 | 09/01/2002 | 09/01/2009 | Common Stock | 251,520 | 251,520 | D | ||||||||
| Stock Option | $30.2625 | 03/07/2003 | 03/07/2011 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Stock Option | $17.6675 | 01/08/2005 | 01/08/2011 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Stock Option | $12.5625 | 01/09/2005 | 01/09/2013 | Common Stock | 160,000 | 160,000 | D | ||||||||
| Stock Option | $22.445 | 01/05/2006 | 01/05/2012 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Stock Option | $30.035 | 04/03/2007(6) | 04/03/2013 | Common Stock | 138,309 | 138,309 | D | ||||||||
| Stock Option | $34.42 | 04/02/2008(7) | 04/02/2014 | Common Stock | 136,089 | 136,089 | D | ||||||||
| Stock Option | $41.17 | 04/01/2009(8) | 04/01/2015 | Common Stock | 172,973 | 172,973 | D | ||||||||
| Explanation of Responses: |
| 1. Consists of Restricted Stock Units awarded pursuant to issuer's 1997 Incentive Compensation Plan. Restrictions lapse on two equal installments 50% on 4/1/2012 and 50% on 04/01/2014. |
| 2. Option becomes exercisable in three equal annual installments, commencing 4/1/2010. |
| 3. Each share credit is equivalent to one share; 1-for-1 conversion. |
| 4. Reflects 2001, 2002 and 2003 year end company match share credits of 846, 29 and 808, respectively, under a non-qualified deferred compensation plan; share credits are payable in cash only, at such time as has been elected by the reporting person. |
| 5. 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. |
| 6. Option becomes exercisable in three equal annual installments, commencing 4/3/07 |
| 7. Option becomes exercisable in three equal annual installments, commencing 4/2/2008. |
| 8. Option becomes exercisable in three equal annual installments, commencing 4/1/2009. |
| David B. Rickard | 04/03/2009 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||