OMNICELL, INC. — Director's Dealing 2016

Feb 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICELL, Inc (OMCL)
CIK: 0000926326
Period of Report: 2016-02-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-04	Common Stock	A	15700	—	Acquired	192355	Direct
2016-02-04	Common Stock	A	52350	—	Acquired	244705	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-04	Stock Option (Right to Buy)	$27.70	A	126250	Acquired	2026-02-04	Common Stock (126250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	176655	Direct
Common Stock	393228	Indirect
Common Stock	15549	Indirect

Footnotes

F1: Shares shall vest ratably over 48 month period, with a year cliff.

F2: Restricted Stock Units shall vest semiannually on 6/15 and 12/15 for a period of 4 years.

F3: The Performance-based restricted stock unit awards vest as to 25% of the shares on the date of the Compensation Committee meeting in 2017 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, 2017 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.