Sec Form 4 Filing - RICKARD DAVID B @ CVS CAREMARK CORP - 2009-12-14

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 RICKARD DAVID B 2. Issuer Name and Ticker or Trading Symbol CVS CAREMARK CORP [ CVS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) ONE CVS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2009 (Street) WOONSOCKET, RI02895- 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 12/14/2009 M 80,000 A $ 19.2813 287,179.3773 D Common Stock 12/14/2009 S( 1 ) 80,000 D $ 32.373 ( 2 ) 207,179.3773 D Common Stock 23,934.4149 I By Trust As Beneficiary Common Stock (restricted) 77,477 D ESOP Common Stock 1,720.8481 I by ESOP Stock Unit 120,769.1132 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 $ 19.2813 12/14/2009 M 80,000 01/03/2002 01/03/2010 Common Stock 80,000 $ 0 0 D Phantom Stock Credits $ 1 ( 3 ) ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 15,049 15,049 D Stock Option $ 30.2625 03/07/2003 03/07/2011 Common Stock 100,000 100,000 D Stock Option $ 17.6675 01/08/2005 01/08/2011 Common Stock 100,000 100,000 D Stock Option $ 12.5625 01/09/2005 01/09/2013 Common Stock 160,000 160,000 D Stock Option $ 22.445 01/05/2006 01/05/2012 Common Stock 100,000 100,000 D Stock Option $ 30.035 04/03/2007( 6 ) 04/03/2013 Common Stock 138,309 138,309 D Stock Option $ 34.42 04/02/2008( 7 ) 04/02/2014 Common Stock 136,089 136,089 D Stock Option $ 41.17 04/01/2009( 8 ) 04/01/2015 Common Stock 172,973 172,973 D Stock Option $ 28.1 04/01/2010( 9 ) 04/01/2016 Common Stock 192,709 192,709 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RICKARD DAVID B ONE CVS DRIVE WOONSOCKET, RI02895- Chief Financial Officer Signatures David B. Rickard 12/15/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan. ( 2 )Represents weighted average sale price for this trading day. Multiple sales were executed, with sales prices ranging between $32.30 and $32.45 per share. ( 3 )Each share credit is equivalent to one share; 1-for-1 conversion. ( 4 )Reflects 2001, 2002 and 2003 year end company match share credits of 846, 29 and 808, respectively, under a non-qualified deferred compensation plan; share credits are payable in cash only, at such time as has been elected by the reporting person. ( 5 )Reflects year end company match share credits under a non-qualified deferred compensation plan; share credits are payable in cash only, at such time as has been elected by the reporting person. ( 6 )Option becomes exercisable in three equal annual installments, commencing 4/3/2007. ( 7 )Option becomes exercisable in three equal annual installments, commencing 4/2/2008. ( 8 )Option becomes exercisable in three equal annual installments, commencing 4/1/2009. ( 9 )Option becomes exercisable in three equal annual installments, commencing 4/1/2010.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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