Dan S Johnston Form 4 OMNICELL / DAN S JOHNSTON ownership change

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^*

JOHNSTON DAN S

(Last) (First) (Middle)

C/O OMNICELL, INC.

590 E.MIDDLEFIELD

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OMNICELL, Inc [ OMCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Legal & Admin

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2021

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								28,976	D
Common Stock	12/15/2021		F		2,082	D	$0(1)	26,894	D
Common Stock	12/16/2021		S		260	D	$175.71(2)	26,634	D
Common Stock	12/16/2021		S		475	D	$176.69(3)	26,159	D
Common Stock	12/16/2021		S		120	D	$177.36(4)	26,039	D
Common Stock	12/16/2021		S		208	D	$178.48(5)	25,831	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

Explanation of Responses:

1. The sales reported in this Form 4 were mainly to cover tax withholding obligations in connection with the vesting of restricted stock units that occurred immediately prior to the date of sale.

2. The price reported in Column 4 is a weighted average price of $175.71. The shares were sold in multiple transactions at prices ranging from $175.18 to $176.15. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

3. The price reported in Column 4 is a weighted average price of $176.69. The shares were sold in multiple transactions at prices ranging from $176.30 to $176.99. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

4. The price reported in Column 4 is a weighted average price of $177.36. The shares were sold in multiple transactions at prices ranging from $177.04 to $177.50. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

5. The price reported in Column 4 is a weighted average price of $178.48. The shares were sold in multiple transactions at prices ranging from $178.13 to $178.83. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

	/s/ Vijay Biligiri, as attorney-in-fact for Dan S. Johnston	12/16/2021
	** 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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