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: Ngo Nhat H (VP, Strategy & Business Dev.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-02	Common Stock	A	5680	—	Acquired	22493	Direct
2011-02-02	Common Stock	A	11360	—	Acquired	33853	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	11400	Acquired	2020-12-31	Common Stock (11400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16813	Direct

Footnotes

F1: Grant of restricted shares in consideration of services rendered. Shares shall vest semiannually over 48 months.

F2: Shares vest ratably over a 48 month period, with a 1 year cliff.

F3: 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 13,630. Vested restricted stock units will be paid in an equal number of shares of the Omnicell's common stock.