OMNICELL, INC. — Director's Dealing 2012

Mar 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICELL, Inc (OMCL)
CIK: 0000926326
Period of Report: 2012-02-07

Reporting Person: DREW J CHRISTOPHER (S.V.P., FIeld Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-07	Common Stock	A	10000	—	Acquired	70564	Direct
2012-02-07	Common Stock	A	20000	—	Acquired	90564	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-07	Stock Option (Right to Buy)	$16.70	A	20000	Acquired	2022-02-06	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	60564	Direct
Common Stock	10504	Indirect

Footnotes

F1: Shares transferred to and held in trust for the benefit of Mr. Drew's family.

F2: Shares shall vest semiannually over 48 months.

F3: If Omnicell meets certain total shareholder return objectives compared to the NASDAQ Healthcare Index, the units are scheduled to vest 25% on the date of the Compensation Committee of the Company's Board of Directors (the "Committee") meeting in 2013 when the Committee reviews such objectives and determines if they were met or not, with the remaining shares vesting on a semi-annual basis over a period of thirty-six months commencing on June 15, 2013 if such objectives are met. The number of units that vest may be 0%, 50% or 100% of the number reflected, depending upon the Company's performance against the objectives. Vested restricted stock units will be paid in an equal number of shares of the Omnicell's common stock.

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