4//SEC Filing
CAREMARK RX INC 4
Accession 0001181431-05-014327
CIK 0001000736operating
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 6:16 PM ET
Size
15.2 KB
Accession
0001181431-05-014327
Insider Transaction Report
Form 4
WARE MICHAEL
Director
Transactions
- Disposition to Issuer
Common Stock, $.001 par value
2005-03-01−6,000→ 21,285 total - Award
Stock Option
2005-03-01+18,000→ 18,000 totalExercise: $37.92From: 2006-03-01Exp: 2015-03-01→ Common Stock, $.001 par value (18,000 underlying)
Holdings
- 43,000
Stock Option
Exercise: $10.15From: 2003-10-23Exp: 2012-10-23→ Common Stock, $.001 par value (43,000 underlying) - 37,625
Stock Option
Exercise: $4.34From: 2003-01-28Exp: 2010-01-28→ Common Stock, $.001 par value (37,625 underlying) - 2,885
Stock Option
Exercise: $33.85From: 2005-04-30Exp: 2014-04-30→ Common Stock, $.001 par value (2,885 underlying) - 32,250
Stock Option
Exercise: $13.33From: 2002-12-20Exp: 2011-12-20→ Common Stock, $.001 par value (32,250 underlying) - 202.31
Stock Units
→ Common Stock, $.001 par value (202.31 underlying)
Footnotes (5)
- [F1]Option vests in three equal annual installments beginning on December 20, 2002.
- [F2]Option vests in three equal annual installments beginning on October 23, 2003.
- [F3]Option vests in five equal annual installments beginning on the "Date Exercisable" above.
- [F4]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.
- [F5]On January 28, 2005, the Compensation Committee authorized a grant of 6000 restricted shares of stock as annual compensation for the non-employee directors of the Company. After further discussion and reconsideration on March 1, 2005, the Compensation Committee and the Board of Directors determined that a grant of stock options, in lieu of the previously authorized grant of restricted shares, would better align the interests of the non-employee directors with the interests of the Company's stockholders at this time. The stock option grant will vest over a five-year period, with the first 20% of the shares vesting on the first anniversary of the date of grant.
Documents
Issuer
CAREMARK RX INC
CIK 0001000736
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001000736
Filing Metadata
- Form type
- 4
- Filed
- Mar 2, 7:00 PM ET
- Accepted
- Mar 3, 6:16 PM ET
- Size
- 15.2 KB