OMNICELL, INC. — Director's Dealing 2014

Dec 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICELL, Inc (OMCL)
CIK: 0000926326
Period of Report: 2014-12-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-15	Common Stock	J	909	$0.00	Acquired	202843	Direct
2014-12-15	Common Stock	J	2657	$0.00	Disposed	200186	Direct
2014-12-15	Common Stock	F	12099	$32.90	Disposed	188087	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	201934	Direct
Common Stock	383613	Indirect
Common Stock	15549	Indirect

Footnotes

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

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

F3: Adjusted number reflects securities used for tax liabilities not previously reported

F4: The sales reported in this Form 4 were mainly to cover tax withholding obligations in connection with the vesting of restricted stock units that occurred immediately prior to the date of sale.

F5: As a result of the Company's 2011 total stockholder return, one hundred twenty percent (120%) of the number of shares of the initially reported 36,360 share performance-based stock unit award (the "2011 PSU") became eligible for further time-based vesting. The number of shares reported in this Column 4 represent the final adjusted number of shares eligible for further time-based vesting pursuant to the 2011 PSU.

F6: As a result of the Company's 2012 total stockholder return, fifty percent (50%) of the number of shares of the initially reported 42,500 share performance-based stock unit award (the "2012 PSU") became eligible for further time-based vesting. The number of shares reported in this Column 4 represent the final adjusted number of shares eligible for further time-based vesting pursuant to the 2012 PSU.