OMNICELL, INC. — Director's Dealing 2011

Feb 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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	18180	—	Acquired	91442	Direct
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)	$13.94	A	36400	Acquired	2020-12-31	Common Stock (36400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	73262	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: Grant of restricted shares in consideration of services rendered. Shares shall vest semiannually over 48 months.

F4: If Omnicell meets certain total shareholder return objectives compared to the NASDAQ Healthcare Index, the units are scheduled to vest 25% at January 2, 2012, with the remaining shares vesting in equal increments once every six months over the subsequent 36 month period. The number of units that vest may be 0% to 120% of the target number of units, depending upon performance. The maximum number of units that may vest is 43,340. Vested restricted stock units will be paid in an equal number of shares of the Omnicell's common stock.

F5: Shares vest ratably over 48 months, with a 1 year cliff.