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^*

SGARRO DOUGLAS A

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CLO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2011

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	04/01/2011		F		1,970⁽¹⁾	D	$34.96	198,406.0524	D
Common Stock (restricted)	04/01/2011		A		25,029⁽²⁾	A	$34.96	99,389	D
ESOP Common Stock								2,187.7837	I	By ESOP

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	$34.96	04/01/2011		A		93,781		04/01/2012⁽³⁾	04/01/2018	Common Stock	93,781	$34.96	93,781	D
Phantom Stock Credits	$1⁽⁵⁾							⁽⁴⁾⁽⁶⁾⁽⁷⁾	⁽⁴⁾⁽⁶⁾⁽⁷⁾	Common Stock	7,499		7,499	D
Stock Option	$30.035							04/03/2007⁽⁸⁾	04/03/2013	Common Stock	147,531		147,531	D
Stock Option	$34.42							04/02/2008⁽⁹⁾	04/02/2014	Common Stock	136,089		136,089	D
Stock Option	$41.17							04/01/2009⁽¹⁰⁾	04/01/2015	Common Stock	172,973		172,973	D
Stock Option	$28.1							04/01/2010⁽¹¹⁾	04/01/2016	Common Stock	192,709		192,709	D
Stock Option	$36.23							04/01/2011⁽¹²⁾	04/01/2017	Common Stock	133,865		133,865	D

Explanation of Responses:

1. Surrender of shares in payment of withholding taxes due.

2. Consists of Restricted Stock Units awarded pursuant to Issuer's 2010 Incentive Compensation Plan. Restrictions lapse in two equal installments, 50% on 4/1/2014 and 50% on 4/1/2016.

3. Option becomes exercisable in four equal annual installments, commencing 4/1/2012.

4. Distribution from a non-qualified deferred compensation plan. Phantom stock credits are payable in cash only, 1-for-1 conversion, at such time as has been elected by the reporting person.

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

6. Reflects 2001, 2002 and 2003 year end company match share credits of 442, 55 and 521, 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.

7. Reflects year end company match share credits 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.

8. Option became exercisable in three equal annual installments, commencing 4/3/2007.

9. Option became exercisable in three equal annual installments, commencing 4/2/2008.

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

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

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

	Douglas A. Sgarro	04/05/2011
	** 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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