OMNICELL, INC. — Director's Dealing 2013

Feb 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICELL, Inc (OMCL)
CIK: 0000926326
Period of Report: 2013-02-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-05	Common Stock	A	6250	—	Acquired	51414	Direct
2013-02-05	Common Stock	A	12500	—	Acquired	63914	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-05	Stock Option (Right to Buy)	$17.29	A	12500	Acquired	2023-02-04	Common Stock (12500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45164	Direct

Footnotes

F1: Shares shall vest semiannually over 48 months.

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

F3: The performance-based restricted stock unit awards vest as to 25% of the shares on the date of the Compensation Committee meeting in 2014 when the Committee reviews the performance-based metrics 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, 2014 if the Company meets certain stock performance objectives compared to the NASDAQ Healthcare Index. The actual number of performance based stock awards that vest may be 0%, 50% or 100% of the numbers reflected above, depending upon the Company's performance.