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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* BROWN C DAVID II (Last) (First) (Middle) 211 COMMERCE STREET SUITE 800 (Street) NASHVILLE TN 37201 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CAREMARK RX INC [ CMX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/22/2007
	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, par value $.001	03/22/2007		M(1)		13,614	A	(1)	18,614	D
Common Stock, par value $.001	03/22/2007		D(2)		18,614	D	(2)	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	$25.14	03/22/2007		D(3)			25,000	01/02/2004	01/02/2014	Common Stock, par value $.001	25,000	(3)	0	D
Stock Option	$12.5	03/22/2007		D(3)			25,000	03/20/2001	03/20/2011	Common Stock, par value $.001	25,000	(3)	0	D
Stock Option	$15.8	03/22/2007		D(3)			25,000	01/02/2002	01/02/2012	Common Stock, par value $.001	25,000	(3)	0	D
Stock Option	$17.2	03/22/2007		D(3)			25,000	02/25/2003	02/25/2013	Common Stock, par value $.001	25,000	(3)	0	D
Stock Option	$37.92	03/22/2007		D(3)			18,000	03/01/2006	03/01/2015	Common Stock, par value $.001	18,000	(3)	0	D
Stock Option	$50.84	03/22/2007		D(3)			18,000	03/01/2007	03/01/2016	Common Stock, par value $.001	18,000	(3)	0	D
Stock Units	(5)	03/22/2007		A		1,403.939(4)		(4)	(4)	Common Stock, par value $.001	1,403.939	(4)	13,614.463	D
Stock Units	(5)	03/22/2007		M			13,614.463(1)	(1)	(1)	Common Stock	13,614.463	(1)	0	D

Explanation of Responses:

1. Pursuant to the merger agreement between the issuer and CVS Corporation, because of the change in control of the issuer, each stock unit that was accrued under the Caremark Rx, Inc. Director Deferred Compensation Plan was converted immediately prior to the completion of the merger into 1 share of issuer common stock and was then disposed of pursuant to the merger agreement between the issuer and CVS Corporation at a rate of 1.67 of CVS/Caremark Corporation common stock for each share of issuer common stock.

2. Disposed of pursuant to a merger agreement between issuer and CVS Corporation at the rate of 1.67 shares of CVS/Caremark Corporation common stock for each share of issuer stock. All issuer shares held by Reporting Person were disposed.

3. Issuer options are being replaced in the merger with CVS/Caremark Corporation options exercisable for CVS/Caremark Corporation common stock. The number of CVS/Caremark Corporation common shares and the exercise price of the CVS/Caremark Corporation replacement option will be computed using a formula that will result in the Reporting Person receiving an intrinsic value in the CVS/Caremark Corporation replacement option that will be approximately equal to the intrinsic value of the issuer options valued immediately prior to the merger.

4. Increase in stock units resulting from a $7.50 special dividend paid on stock units that were accrued under the Caremark Rx, Inc. Director Deferred Compensation Plan. Although the special dividend was paid in cash, the terms of the Deferred Compensation Plan provided that cash dividends would be accrued as additional stock units.

5. Each unit is equivalent to one share of issuer common stock.

	/s/ Denise Sommer, POA	03/26/2007
	** Signature of Reporting Person	Date
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