OMNICELL, INC. — Director's Dealing 2019

May 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICELL, Inc (OMCL)
CIK: 0000926326
Period of Report: 2017-12-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-18	Common Stock	S	35879	$51.2419	Disposed	280613	Indirect
2019-04-29	Common Stock	M	24282	—	Acquired	201084	Direct
2019-04-29	Common Stock	S	1409	$79.6160	Disposed	199675	Direct
2019-04-29	Common Stock	S	2600	$79.6160	Disposed	197075	Direct
2019-04-29	Common Stock	S	4100	$79.6160	Disposed	192975	Direct
2019-04-29	Common Stock	S	3407	$79.6160	Disposed	189568	Direct
2019-04-29	Common Stock	S	1766	$79.6160	Disposed	187802	Direct
2019-04-29	Common Stock	S	11000	$78.2831	Disposed	176802	Direct
2019-04-29	Common Stock	S	5000	$79.5940	Disposed	275613	Indirect
2019-04-29	Common Stock	J	36296	—	Disposed	140506	Direct
2019-04-29	Common Stock	J	36296	—	Acquired	311909	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-29	Stock Options NQ (Right to Buy)	$25.08	M	13282	Disposed	2024-02-03	Common Stock (13282)	Direct
2019-04-29	Stock Options NQ (Right to Buy)	$27.70	M	11000	Disposed	2026-02-03	Common Stock (11000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	176802	Direct
Common Stock	316492	Indirect
Common Stock	7776	Indirect

Footnotes

F1: Shares held in trust with Mr. Lipps' wife.

F2: Shares held in trust for the benefit of Mr. Lipps' children.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading Plan.

F4: As originally reported in a Form 4 filed on February 22, 2019, the reporting person sold 20,000 shares on February 22, 2019. Due to an administrative error, the sales were reported as a reduction to shares held directly by Mr. Lipps, however the sales were actually sold from shares held in trust with Mr. Lipps' wife. The balances of shares held directly by Mr. Lipps and shares held in trust with Mr. Lipps' wife have been corrected accordingly in this Form 4.

F5: The price reported in Column 4 is the average price of $79.6160. The sold price range between $76.94 to $77.93. 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 the average price of $79.6160. The sold price range between $77.96 to $78.9150. 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 the average price of $79.6160. The sold price range between $79.00 to $79.99. 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.

F8: The price reported in Column 4 is the average price of $79.6160. The sold price range between $80.18 to $81.18. 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.

F9: The price reported in Column 4 is the average price of $79.6160. The sold price range between $81.20 to $81.45. 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.

F10: The price reported in Column 4 is the average price of $78.2831. The sold price range between $78.00 to $79.04. 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.

F11: The price reported in Column 4 is the average price of $79.5940. The sold price range between $76.89 to 81.39. 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.

F12: Transfer from shares held directly by Mr. Lipps to shares held in trust with Mr. Lipps' wife.

F13: Due to administrative errors, the balance of shares held in trust for the benefit of Mr. Lipps' children was incorrectly reported in prior Form 4s as 14,549 shares; this balance has been adjusted to reflect the corrected balance of 7,776 shares.

F14: The price reported in Column 4 is the average price of $51.2419. The sold price range between $51.2361 to $51.9333. 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. This transaction is being reported late due to an inadvertent administrative error.