Sec Form 4 Filing - DREW J CHRISTOPHER @ OMNICELL, Inc - 2017-02-08

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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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 *
DREW J CHRISTOPHER
2. Issuer Name and Ticker or Trading Symbol
OMNICELL, Inc [ OMCL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exe VP, Sales & Marketing
(Last)
(First)
(Middle)
C/O OMNICELL, INC., 590 E.MIDDLEFIELD
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2017
(Street)
MOUNTAIN VIEW, CA94043
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 9,504 I In Trust for Family
Common Stock 134,081 D
Common Stock 02/08/2017 A 4,290 ( 1 ) A $ 0 134,525 D
Common Stock 02/08/2017 A 14,310 ( 3 ) A $ 0 145,355 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 (Right to Buy) $ 36.7 02/08/2017 A 35,220 ( 2 ) 02/08/2018 02/08/2027 Common Stock 35,220 $ 0 35,220 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DREW J CHRISTOPHER
C/O OMNICELL, INC.
590 E.MIDDLEFIELD
MOUNTAIN VIEW, CA94043
Exe VP, Sales & Marketing
Signatures
/s/ J. Christopher Drew 02/10/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted Stock Units shall vest semiannually on 6/15 and 12/15 for a period of 4 years.
( 2 )Shares shall vest ratably over 48 month period, with a year cliff.
( 3 )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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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