OMNICELL, INC. — Director's Dealing 2015

Feb 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICELL, Inc (OMCL)
CIK: 0000926326
Period of Report: 2015-02-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-06	Common Stock	A	14167	$0.00	Acquired	202254	Direct
2015-02-06	Common Stock	A	28333	$0.00	Acquired	230587	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-06	Stock Option (Right to Buy)	$34.02	A	42500	Acquired	2025-02-05	Common Stock (42500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	188087	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: Shares shall vest semiannually over 48 months.

F5: Shares vest ratably over a 48 month period, with a 1 year cliff.

F6: The performance-based restricted stock unit awards vest as to 25% of the shares on the date of the Compensation Committee meeting in 2016 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, 2016 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.