X0202 4 2008-05-23 0 0000353230 OMNICARE INC OCR 0001418814 ValueAct Holdings, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001418812 VA Partners I, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001375350 VA Partners III, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001351069 ValueAct Capital Management, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001351073 ValueAct Capital Management, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001418813 ValueAct Holdings GP, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 Common Stock 2008-05-23 4 A 0 400 0 A 400 D Common Stock 2008-05-23 4 A 0 5219 0 A 5619 D Common Stock 10219330 I See Footnote Common Stock 1563336 I See Footnote Represents unrestricted shares awarded to Jeffrey W. Ubben as compensation for Mr. Ubben's service as an outside director of Omnicare, Inc. pursuant to the Company Plan. Under an agreement with ValueAct Capital, Jeffrey W. Ubben is deemed to hold the Common Stock for the benefit of ValueAct Capital Master Fund, L.P. & indirectly for (i) VA Partners I, LLC as General Partner ("GP") of ValueAct Capital Master Fund, L.P. (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. (iii) ValueAct Capital Management, LLC as GP of ValueAct Capital Management, L.P. (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. & the membership interests of ValueAct Capital Management, LLC & as the majority owner of the membership interests of VA Partners I, LLC & (v) ValueAct Holdings GP, LLC as GP of ValueAct Holdings, L.P. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein. Under an agreement with ValueAct Capital, Jeffrey W. Ubben is deemed to hold the Common Stock for the benefit of ValueAct Capital Master Fund III, L.P. & indirectly for (i) VA Partners III, LLC as General Partner ("GP") of ValueAct Capital Master Fund III, L.P (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund III, L.P. (iii) ValueAct Capital Management, LLC as GP of ValueAct Capital Management, L.P. (v) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. & the membership interests of ValueAct Capital Management, LLC & as the majority owner of the membership interests of VA Partners III, LLC & (vi) ValueAct Holdings GP, LLC as GP of ValueAct Holdings, L.P. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein. Represents restricted shares awarded to Jeffrey W. Ubben as compensation for Mr. Ubben's service as an outside director of Omnicare, Inc. pursuant to the Company Plan under which restrictions lapse three years after the date of grant. The reported stock is owned directly by ValueAct Capital Master Fund, L.P. and may be deemed to be beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. The reported stock is owned directly by ValueAct Capital Master Fund III, L.P. and may be deemed to be beneficially owned by (i) VA Partners III, LLC as General Partner of ValueAct Capital Master Fund III, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund III, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners III, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. Joint Filer Information: Name: ValueAct Capital Master Fund, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Omnicare, Inc. (OCR) Date of Event Requiring Statement: 5/23/08 Name: ValueAct Capital Master Fund III, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Omnicare, Inc. (OCR) Date of Event Requiring Statement: 5/23/08 Name: VA Partners I, LLC Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Omnicare, Inc. (OCR) Date of Event Requiring Statement: 5/23/08 Name: VA Partners III, LLC Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Omnicare, Inc. (OCR) Date of Event Requiring Statement: 5/23/08 Name: ValueAct Capital Management, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Omnicare, Inc. (OCR) Date of Event Requiring Statement: 5/23/08 Name: ValueAct Capital Management, LLC Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Omnicare, Inc. (OCR) Date of Event Requiring Statement: 5/23/08 Name: ValueAct Holdings GP, LLC Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Omnicare, Inc. (OCR) Date of Event Requiring Statement: 5/23/08 VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2008-05-28 VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2008-05-28 VALUEACT CAPITAL MASTER FUND III, L.P., By: VA PARTNERS III, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2008-05-28 VA PARTNERS I, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2008-05-28 VA PARTNERS III, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2008-05-28 VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2008-05-28 VALUEACT CAPITAL MANAGEMENT, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2008-05-28 VALUEACT HOLDINGS GP, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer 2008-05-28