OMNICELL, INC. — Director's Dealing 2017

Feb 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICELL, Inc (OMCL)
CIK: 0000926326
Period of Report: 2017-02-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-08	Common Stock	A	16350	—	Acquired	192355	Direct
2017-02-08	Common Stock	A	54500	—	Acquired	244705	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-08	Stock Option (Right to Buy)	$36.70	A	134160	Acquired	2027-02-08	Common Stock (134160)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	143034	Direct
Common Stock	393228	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: Restricted Stock Units shall vest semiannually on 6/15 and 12/15 for a period of 4 years.

F4: Shares shall vest ratably over 48 month period, with a year cliff.

F5: The Performance-based restricted stock unit awards vest as to 25% of the shares on the date of the Compensation Committee meeting in 2018 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, 2018 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.