Sec Form 4 Filing - WEISHAR GREGORY S @ PharMerica CORP - 2017-11-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WEISHAR GREGORY S 2. Issuer Name and Ticker or Trading Symbol PharMerica CORP [ PMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 1901 CAMPUS PLACE 3. Date of Earliest Transaction (MM/DD/YY) 11/07/2017 (Street) LOUISVILLE, KY40299 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.01 par value 11/03/2017 G V 51,282 ( 1 ) D $ 0 444,001 ( 2 ) D Common Stock, $0.01 par value 12/07/2017 D 440,001 D $ 29.25 ( 3 ) ( 4 ) 0 D Common Stock, $0.01 par value 12/07/2017 S 519,589 D $ 29.25 ( 3 ) ( 4 ) 0 I By Trust Common Stock, $0.01 par value 12/07/2017 S 1,500 D $ 29.25 ( 3 ) ( 4 ) 0 I By Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance share units $ 0 12/07/2017 A 146,521 ( 4 ) ( 4 ) Common Stock, par value $0.01 per share 146,521 ( 4 ) 146,521 D Performance share units $ 0 12/07/2017 D 146,521 ( 4 ) ( 4 ) Common Stock, par value $0.01 per share 146,521 ( 4 ) 0 D Employee Stock Option $ 10.84 12/07/2017 D 182,801 ( 5 ) 03/25/2018 Common Stock, par value $0.01 per share 182,801 $ 18.41 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WEISHAR GREGORY S 1901 CAMPUS PLACE LOUISVILLE, KY40299 X Chief Executive Officer Signatures Gregory Weishar 12/08/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 3, 2017, the reporting person irrevocably transferred 51,282 shares to the Weishar Family Foundation. ( 2 )The reported securities do not include 519,589 shares transferred on November 3, 2017 to the Greg S. Weishar Delaware Trust, for which securities the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein. ( 3 )Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 1, 2017 (the "Merger Agreement"), by and among PharMerica Corporation (the "Company"), Phoenix Parent Holdings Inc., a Delaware corporation ("Parent"), and Phoenix Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, at the effective time ("Effective Time") of the merger, Merger Sub will merge with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of Parent. ( 4 )Pursuant to the terms of the Merger Agreement, as of the Effective Time (i) a portion of the Company's common stock, par value $0.01 per share ("Company Common Stock") owned by the reporting person was converted into shares of Parent common stock, par value $0.01 per share, (ii)the remaining shares of Company Common Stock owned by the reporting person were converted into the right to receive $29.25 in cash without interest (the "Merger Consideration") and (iii) each outstanding restricted stock unit granted by the Company was converted automatically into a right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such unit, such number of shares based on target performance in the case of performance stock units, multiplied by (y) the Merger Consideration. ( 5 )The options vested in the following amounts on the following dates: 45,700 options on 03/25/2012, 45,700 options on 03/25/2013, 45,700 options on 03/25/2014 and 45,701 options on 03/25/2015. ( 6 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding employee option, whether vested or unvested ("Company Stock Option") became fully vested and was converted automatically into the right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such option, multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option.

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