Sec Form 4 Filing - LIPPS RANDALL A @ OMNICELL, Inc - 2017-12-18

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 LIPPS RANDALL A 2. Issuer Name and Ticker or Trading Symbol OMNICELL, Inc [ OMCL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) C/O OMNICELL, INC., 590 E.MIDDLEFIELD 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2017 (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 176,802 ( 4 ) D Common Stock 316,492 ( 4 ) I In Trust with Wife ( 1 ) Common Stock 7,776 ( 13 ) I In Trust for Children ( 2 ) Common Stock 12/18/2017 S 35,879 ( 3 ) ( 14 ) D $ 51.2419 ( 14 ) 280,613 I In Trust with Wife ( 1 ) Common Stock 04/29/2019 M 24,282 ( 3 ) A $ 0 201,084 D Common Stock 04/29/2019 S 1,409 ( 3 ) D $ 79.616 ( 5 ) 199,675 D Common Stock 04/29/2019 S 2,600 ( 3 ) D $ 79.616 ( 6 ) 197,075 D Common Stock 04/29/2019 S 4,100 ( 3 ) D $ 79.616 ( 7 ) 192,975 D Common Stock 04/29/2019 S 3,407 ( 3 ) D $ 79.616 ( 8 ) 189,568 D Common Stock 04/29/2019 S 1,766 ( 3 ) D $ 79.616 ( 9 ) 187,802 D Common Stock 04/29/2019 S 11,000 ( 3 ) D $ 78.2831 ( 10 ) 176,802 D Common Stock 04/29/2019 S 5,000 ( 3 ) D $ 79.594 ( 11 ) 275,613 I In Trust with Wife ( 1 ) Common Stock 04/29/2019 J 36,296 ( 12 ) D $ 0 140,506 D Common Stock 04/29/2019 J 36,296 ( 12 ) A $ 0 311,909 I In Trust with Wife ( 1 )

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 Options NQ (Right to Buy) $ 25.08 04/29/2019 M 13,282 02/04/2015 02/03/2024 Common Stock 13,282 $ 0 0 D Stock Options NQ (Right to Buy) $ 27.7 04/29/2019 M 11,000 02/04/2017 02/03/2026 Common Stock 11,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIPPS RANDALL A C/O OMNICELL, INC. 590 E.MIDDLEFIELD MOUNTAIN VIEW, CA94043 X Chairman, President and CEO Signatures /s/ Randall A. Lipps 05/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held in trust wit h Mr. Lipps' wife. ( 2 )Shares held in trust for the benefit of Mr. Lipps' children. ( 3 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading Plan. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )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. ( 11 )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. ( 12 )Transfer from shares held directly by Mr. Lipps to shares held in trust with Mr. Lipps' wife. ( 13 )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. ( 14 )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.

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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