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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol OMNICELL, Inc [ OMCL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/18/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 176,802(4) | D | ||||||||
| Common Stock | 316,492(4) | I | In Trust with Wife(1) | |||||||
| Common Stock | 7,776(13) | I | In Trust for Children(2) | |||||||
| Common Stock | 12/18/2017 | S | 35,879(3)(14) | D | $51.2419(14) | 280,613 | I | In Trust with Wife(1) | ||
| Common Stock | 04/29/2019 | M | 24,282(3) | A | $0 | 201,084 | D | |||
| Common Stock | 04/29/2019 | S | 1,409(3) | D | $79.616(5) | 199,675 | D | |||
| Common Stock | 04/29/2019 | S | 2,600(3) | D | $79.616(6) | 197,075 | D | |||
| Common Stock | 04/29/2019 | S | 4,100(3) | D | $79.616(7) | 192,975 | D | |||
| Common Stock | 04/29/2019 | S | 3,407(3) | D | $79.616(8) | 189,568 | D | |||
| Common Stock | 04/29/2019 | S | 1,766(3) | D | $79.616(9) | 187,802 | D | |||
| Common Stock | 04/29/2019 | S | 11,000(3) | D | $78.2831(10) | 176,802 | D | |||
| Common Stock | 04/29/2019 | S | 5,000(3) | D | $79.594(11) | 275,613 | I | In Trust with Wife(1) | ||
| Common Stock | 04/29/2019 | J | 36,296(12) | D | $0 | 140,506 | D | |||
| Common Stock | 04/29/2019 | J | 36,296(12) | A | $0 | 311,909 | I | In Trust with Wife(1) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Options NQ (Right to Buy) | $25.08 | 04/29/2019 | M | 13,282 | 02/04/2015 | 02/03/2024 | Common Stock | 13,282 | $0 | 0 | D | ||||
| Stock Options NQ (Right to Buy) | $27.7 | 04/29/2019 | M | 11,000 | 02/04/2017 | 02/03/2026 | Common Stock | 11,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares held in trust with Mr. Lipps' wife. |
| 2. Shares held in trust for the benefit of Mr. Lipps' children. |
| 3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading Plan. |
| 4. As originally reported in a Form 4 filed on February 22, 2019, the reporting person sold 20,000 shares on February 22, 2019. Due to an administrative error, the sales were reported as a reduction to shares held directly by Mr. Lipps, however the sales were actually sold from shares held in trust with Mr. Lipps' wife. The balances of shares held directly by Mr. Lipps and shares held in trust with Mr. Lipps' wife have been corrected accordingly in this Form 4. |
| 5. The price reported in Column 4 is the average price of $79.6160. The sold price range between $76.94 to $77.93. The reporting person undertakes to provide to Omnicell, Inc., any security holder of Omnicell, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. The price reported in Column 4 is the average price of $79.6160. The sold price range between $77.96 to $78.9150. The reporting person undertakes to provide to Omnicell, Inc., any security holder of Omnicell, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. The price reported in Column 4 is the average price of $79.6160. The sold price range between $79.00 to $79.99. The reporting person undertakes to provide to Omnicell, Inc., any security holder of Omnicell, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 8. The price reported in Column 4 is the average price of $79.6160. The sold price range between $80.18 to $81.18. The reporting person undertakes to provide to Omnicell, Inc., any security holder of Omnicell, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 9. The price reported in Column 4 is the average price of $79.6160. The sold price range between $81.20 to $81.45. The reporting person undertakes to provide to Omnicell, Inc., any security holder of Omnicell, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 10. The price reported in Column 4 is the average price of $78.2831. The sold price range between $78.00 to $79.04. The reporting person undertakes to provide to Omnicell, Inc., any security holder of Omnicell, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 11. The price reported in Column 4 is the average price of $79.5940. The sold price range between $76.89 to 81.39. The reporting person undertakes to provide to Omnicell, Inc., any security holder of Omnicell, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 12. Transfer from shares held directly by Mr. Lipps to shares held in trust with Mr. Lipps' wife. |
| 13. Due to administrative errors, the balance of shares held in trust for the benefit of Mr. Lipps' children was incorrectly reported in prior Form 4s as 14,549 shares; this balance has been adjusted to reflect the corrected balance of 7,776 shares. |
| 14. The price reported in Column 4 is the average price of $51.2419. The sold price range between $51.2361 to $51.9333. The reporting person undertakes to provide to Omnicell, Inc., any security holder of Omnicell, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. This transaction is being reported late due to an inadvertent administrative error. |
| /s/ Randall A. Lipps | 05/01/2019 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||