Statement of Changes in Beneficial Ownership (4)
February 08 2016 - 5:21PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
JOHNSTON DAN S
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2. Issuer Name
and
Ticker or Trading Symbol
OMNICELL, Inc
[
OMCL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive VP & General Counsel
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(Last)
(First)
(Middle)
C/O OMNICELL, INC., 590 E.MIDDLEFIELD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/4/2016
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(Street)
MOUNTAIN VIEW, CA 94043
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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63286
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D
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Common Stock
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2/4/2016
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A
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2710
(2)
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A
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$0
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65996
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D
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Common Stock
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2/4/2016
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A
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1085
(2)
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A
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$0
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67081
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D
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Common Stock
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2/4/2016
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A
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9025
(3)
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A
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$0
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76106
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D
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Common Stock
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2/4/2016
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A
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3610
(3)
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A
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$0
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79716
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$27.70
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2/4/2016
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A
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21770
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2/4/2017
(1)
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2/4/2026
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Common Stock
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21770
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$0
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21770
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D
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Stock Option (Right to Buy)
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$27.70
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2/4/2016
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A
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8710
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2/4/2017
(1)
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2/4/2026
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Common Stock
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8710
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$0
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8710
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D
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Explanation of Responses:
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(
1)
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Shares shall vest ratably over 48 month period, with a year cliff.
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(
2)
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Restricted Stock Units shall vest semiannually on 6/15 and 12/15 for a period of 4 years.
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(
3)
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The Performance-based restricted stock unit awards vest as to 25% of the shares on the date of the Compensation Committee meeting in 2017 when the Committee reviews the performance-based metrics and determines if they were met or not with the remaining shares vesting on a semi-annual basis over a period of thirty-six months commencing on June 15, 2017 if the Company meets certain stock performance objectives compared to the NASDAQ Healthcare Index. The actual number of performance based stock awards that vest may be 0%, 50% or 100% of the numbers reflected above, depending upon the Company's performance.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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JOHNSTON DAN S
C/O OMNICELL, INC.
590 E.MIDDLEFIELD
MOUNTAIN VIEW, CA 94043
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Executive VP & General Counsel
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Signatures
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/s/ Dan S. Johnston
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2/8/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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