CVS HEALTH Corp — Director's Dealing 2011

Apr 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CVS CAREMARK CORP (CVS)
CIK: 0000064803
Period of Report: 2011-04-01

Reporting Person: SGARRO DOUGLAS A (EVP and CLO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-01	Common Stock	F	1970	$34.96	Disposed	198406.0524	Direct
2011-04-01	Common Stock (restricted)	A	25029	$34.96	Acquired	99389	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-01	Stock Option	$34.96	A	93781	Acquired	2018-04-01	Common Stock (93781)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
ESOP Common Stock	2187.7837	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Credits	$1.00		Common Stock (7499)	7499	Direct
Stock Option	$30.035	2013-04-03	Common Stock (147531)	147531	Direct
Stock Option	$34.42	2014-04-02	Common Stock (136089)	136089	Direct
Stock Option	$41.17	2015-04-01	Common Stock (172973)	172973	Direct
Stock Option	$28.10	2016-04-01	Common Stock (192709)	192709	Direct
Stock Option	$36.23	2017-04-01	Common Stock (133865)	133865	Direct

Footnotes

F1: Surrender of shares in payment of withholding taxes due.

F2: Consists of Restricted Stock Units awarded pursuant to Issuer's 2010 Incentive Compensation Plan. Restrictions lapse in two equal installments, 50% on 4/1/2014 and 50% on 4/1/2016.

F3: Option becomes exercisable in four equal annual installments, commencing 4/1/2012.

F4: Distribution from a non-qualified deferred compensation plan. Phantom stock credits are payable in cash only, 1-for-1 conversion, at such time as has been elected by the reporting person.

F5: Each share credit is equivalent to one share; 1-for-1 conversion.

F6: Reflects 2001, 2002 and 2003 year end company match share credits of 442, 55 and 521, respectively, under a non-qualified deferred compensation plan; share credits are payable in cash only, at such time as has been elected by the reporting person.

F7: Reflects year end company match share credits under a non-qualified deferred compensation plan; share credits are payable in cash only, at such time as has been elected by the reporting person.

F8: Option became exercisable in three equal annual installments, commencing 4/3/2007.

F9: Option became exercisable in three equal annual installments, commencing 4/2/2008.

F10: Option became exercisable in three equal annual installments, commencing 4/1/2009.

F11: Option became exercisable in three equal annual installments, commencing 4/1/2010.

F12: Option became exercisable in three equal annual installments, commencing 4/1/2011.