OMNICELL, INC. — Director's Dealing 2014

Feb 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICELL, Inc (OMCL)
CIK: 0000926326
Period of Report: 2014-02-04

Reporting Person: JOHNSTON DAN S (V.P. & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-04	Common Stock	A	5000	—	Acquired	77885	Direct
2014-02-04	Common Stock	A	10000	—	Acquired	87885	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-04	Stock Option (Right to Buy)	$25.08	A	10000	Acquired	2024-02-03	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	72885	Direct

Footnotes

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

F2: The performance-based restricted stock unit awards vest as to 25% of the shares on the date of the Compensation Committee meeting in 2015 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, 2015 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.

F3: Shares vest ratably over 48 months, with a 1 year cliff.