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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | $ 25.14 | 01/02/2004(1) | 01/02/2014 | Common Stock, par value $.001 | 25,000 | 25,000 | D | ||||||||
Stock Option | $ 12.25 | 01/12/2001(1) | 01/12/2011 | Common Stock, par value $.001 | 25,000 | 25,000 | D | ||||||||
Stock Option | $ 15.8 | 01/02/2002(1) | 01/02/2012 | Common Stock, par value $.001 | 25,000 | 25,000 | D | ||||||||
Stock Units | (2) | (2) | (2) | Common Stock, par value $.001 | 1,680.3 | 1,680.3 | D | ||||||||
Stock Units | (2) | (2) | (2) | Common Stock, par value $.001 | 203.65 | 203.65 | D | ||||||||
Stock Units | (2) | (2) | (2) | Common Stock, par value $.001 | 280.44 | 280.44 | D | ||||||||
Stock Option | $ 17.2 | 02/25/2003(1) | 02/25/2013 | Common Stock, par value $.001 | 25,000 | 25,000 | D | ||||||||
Stock Units | (2) | (2) | (2) | Common Stock, par value $.001 | 3,165.254 | 3,165.254 | D | ||||||||
Stock Units | (2) | (2) | (2) | Common Stock, par value $.001 | 1,746.712 | 1,746.712 | D | ||||||||
Stock Units | (2) | 02/14/2005 | A | 2,023.12 | (2) | (2) | Common Stock, par value $.001 | 2,023.12 | $ 39.79 | 2,023.12 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DIAMOND HARRIS 211 COMMERCE STREET SUITE 800 NASHVILLE, TN 37201 |
X |
/s/ Harris Diamond | 02/16/2005 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 34% of these options are exercisable on the grant date, and 33% are exercisable on each of the 1st and 2nd anniversaries of the grant date. |
(2) | These stock units were accrued under the Caremark Rx, Inc. Director Deferred Compensation Plan, pursuant to which the reporting person has deferred an annual retainer and/or meeting fees. The reporting person may elect payment of the stock units in the form of a lump sum payment of Caremark Rx, Inc. common stock no earlier than 4 years after the last day of the calendar year in which the compensation attributable to the stock unit was deferred. Payment will be made within a reasonably practicable period of time following the earlier of a change of control (as defined in the plan) or the cessation of the reporting person's status as a non-employee member of Caremark Rx, Inc.'s Board of Directors. |