Sec Form 4 Filing - Kraft Robert O. @ OMNICARE INC - 2015-08-18

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 Kraft Robert O. 2. Issuer Name and Ticker or Trading Symbol OMNICARE INC [ OCR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & Chief Financial Officer (Last) (First) (Middle) 900 OMNICARE CENTER, 201 E. FOURTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/18/2015 (Street) CINCINNATI, OH45202 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 08/18/2015 D 29,008 ( 1 ) D $ 98 ( 2 ) 13,706 D Common Stock 08/18/2015 D 9,410 D $ 98 ( 3 ) 4,296 D Common Stock 08/18/2015 D 4,296 D 0 D

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 Stock Option $ 27.83 08/18/2015 D 328 08/04/2015 08/03/2021 Common Stock 328 ( 5 ) 0 D Stock Option $ 30.03 08/18/2015 D 420 11/03/2015 11/02/2021 Common Stock 420 ( 5 ) 0 D Stock Option $ 33.11 08/18/2015 D 330 02/02/2016 02/01/2022 Common Stock 330 ( 5 ) 0 D Stock Option $ 35.28 08/18/2015 D 364 05/03/2016 05/02/2022 Common Stock 364 ( 5 ) 0 D Stock Option $ 31.41 08/18/2015 D 348 08/07/2016 08/06/2022 Common Stock 348 ( 5 ) 0 D Stock Option $ 35.38 08/18/2015 D 378 11/06/2016 11/05/2022 Common Stock 378 ( 5 ) 0 D Stock Option $ 39.08 08/18/2015 D 316 02/05/2017 02/04/2023 Common Stock 316 ( 5 ) 0 D Stock Option $ 43.5 08/18/2015 D 328 05/02/2017 05/01/2023 Common Stock 328 ( 5 ) 0 D Stock Option $ 54.01 08/18/2015 D 226 08/06/2017 08/05/2023 Common Stock 226 ( 5 ) 0 D Stock Option $ 55.72 08/18/2015 D 262 11/07/2017 11/06/2023 Common Stock 262 ( 5 ) 0 D Stock Option $ 60.71 08/18/2015 D 238 02/06/2018 02/05/2024 Common Stock 238 ( 5 ) 0 D Stock Option $ 60.09 08/18/2015 D 218 05/06/2018 05/05/2024 Common Stock 218 ( 5 ) 0 D Stock Option $ 61.93 08/18/2015 D 224 08/07/2018 08/06/2024 Common Stock 224 ( 5 ) 0 D Stock Option $ 68.23 08/18/2015 D 238 11/06/2018 11/05/2024 Common Stock 238 ( 5 ) 0 D Stock Option $ 76.15 08/18/2015 D 210 02/05/2019 02/04/2025 Common Stock 210 ( 5 ) 0 D Stock Option $ 91.01 08/18/2015 D 156 05/08/2019 05/07/2025 Common Stock 156 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kraft Robert O. 900 OMNICARE CENTER 201 E. FOURTH STREET CINCINNATI, OH45202 SVP & Chief Financial Officer Signatures /s/ Nathan Scott, attorney-in-fact for Robert O. Kraft 08/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects 78 shares of Common Stock acquired in exempt transactions under the Omnicare StockPlus Program (broad-based stock purchase/option plan). ( 2 )At the Effective Time (as defined in the Agreement and Plan of Merger, dated May 20, 2015 (the "Merger Agreement"), by and among the Company, CVS Pharmacy, Inc. and Tree Merger Sub, Inc.), these shares of Common Stock were converted into the right to receive the merger consideration of $98.00 per share in cash (the "Merger Consideration") in accordance with the Merger Agreement. ( 3 )At the Effective Time, in accordance with the Merger Agreement, these shares of restricted stock became fully vested and any restrictions with respect thereto lapsed. Such shares were cancelled and converted into the right to receive the Merger Consideration. ( 4 )At the Effective Time, in accordance with the Merger Agreement, these shares of restricted stock were converted into 3,895 shares of CVS Health Corporation restricted stock. ( 5 )At the Effective Time, in accordance with the Merger Agreement, this stock option acquired under the Omnicare StockPlus Program (broad-based stock purchase/option plan) became fully vested and was cancelled and converted into the right to receive a cash amount determined by multiplying (x) the excess of the Merger Consideration over the exercise price of such stock option by (y) the number of shares of Common Stock subject to such stock option.

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