OMNICELL, INC. — Director's Dealing 2011

Apr 19, 2011

SEC Form 4/A — Form 4/A

Issuer: OMNICELL, Inc (OMCL)
CIK: 0000926326
Period of Report: 2011-02-02

Reporting Person: LIPPS RANDALL A (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-02	Common Stock	A	36360	—	Acquired	127802	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-02	Stock Option (Right to Buy)	$14.10	A	36400	Acquired	2021-02-02	Common Stock (36400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	91442	Direct
Common Stock	420249	Indirect
Common Stock	54769	Indirect

Footnotes

F1: Shares held in trust with Mr. Lipps' wife.

F2: Shares held in trust for the benefit of Mr. Lipps' children.

F3: This footnote is being revised to correct the vesting terms of the performance-based restricted stock units. If Omnicell meets certain total shareholder return objectives as compared to the NASDAQ Healthcare Index (the "Index"), 25% of the eligible awards will vest immediately on the date that the Compensation Committee formally certifies the company's performance, with the remaining eligible awards vesting in equal increments semi-annually over the subsequent three-year period beginning on June 15th and December 15th of the year after the date of grant and each subsequent year. The number of units that are subject to time-based vesting are between 0% to 120% of the shares set forth herein, depending upon the Company meeting certain stock performance objectives compared to the Index. The maximum number of units that may vest is 43,640 (as rounded by the Compensation Committee).

F4: Shares vest ratably over 48 months, with a 1 year cliff.

F5: Revision to reflect the correct exercise price.

F6: Revision to reflect the correct expiration date.