Sec Form 4 Filing - LIPPS RANDALL A @ OMNICELL, Inc - 2022-03-14

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 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) 03/14/2022 (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 121,014 D Common Stock 285,124( 1 ) I In Trust with Wife Common Stock 8,303( 2 ) I In Trust for Children Common Stock 03/14/2022 A 41,430( 3 ) A $ 0 141,729( 3 ) D Common Stock 03/14/2022 F 2,939( 4 ) D $ 131.21 138,790 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 Securit ies (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

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/ Vijay Biligiri, as attorney-in-fact for Randall A. Lipps 03/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held in trust with Mr. Lipps' wife. ( 2 )Shares held in trust for the benefit of Mr. Lipps' children. ( 3 )Reflects performance-based restricted stock units that were previously granted on February 9, 2021 subject to the Company meeting certain stock performance objectives compared to the NASDAQ Healthcare Index, as previously reported at the target amount of 20,715 shares on Form 4 filed on February 11, 2021. On March 14, 2022 (the determination date), the Compensation Committee determined the performance criteria was met with respect to 41,430 performance-based restricted stock units (200% of target) of which 25% vested upon the determination date. The remaining performance-based restricted stock units will vest on a semi-annual basis over a period of thirty-six months commencing on June 15, 2022. ( 4 )Reflects withholding of shares to cover taxes due in connection with the vesting of performance-based restricted stock units.

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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