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: JOHNSTON DAN S (Executive VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-06	Common Stock	A	3333	$0.00	Acquired	70040	Direct
2015-02-06	Common Stock	A	6667	$0.00	Acquired	76707	Direct
2015-02-06	Common Stock	M	2500	$20.95	Acquired	79207	Direct
2015-02-06	Common Stock	M	2775	$7.94	Acquired	81982	Direct
2015-02-06	Common Stock	S	2500	$33.28	Disposed	79482	Direct
2015-02-06	Common Stock	S	2775	$33.29	Disposed	76707	Direct
2015-02-06	Common Stock	S	1277	$33.30	Disposed	75430	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	10000	Acquired	2025-02-05	Common Stock (10000)	Direct
2015-02-06	Stock Option (Right to Buy)	$20.95	M	2500	Acquired	2017-02-07	Common Stock (2500)	Direct
2015-02-06	Stock Option (Right to Buy)	$7.94	M	2775	Acquired	2019-02-04	Common Stock (2775)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	66707	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 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.

F4: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.96 to $33.49, inclusive. The reporting person undertakes to provide to Omnicell, Inc., any security holder of Omnicell, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.96 to $33.60, inclusive. The reporting person undertakes to provide to Omnicell, Inc., any security holder of Omnicell, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.96 to $33.46, inclusive. The reporting person undertakes to provide to Omnicell, Inc., any security holder of Omnicell, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.