4//SEC Filing
CAREMARK RX INC 4
Accession 0001181431-05-014337
CIK 0001000736operating
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 6:23 PM ET
Size
24.4 KB
Accession
0001181431-05-014337
Insider Transaction Report
Form 4
MCCOURTNEY TED H
Director
Transactions
- Disposition to Issuer
Common Stock, par value $.001
2005-03-01−6,000→ 54,841 total - Award
Stock Option
2005-03-01+18,000→ 18,000 totalExercise: $37.92From: 2006-03-01Exp: 2015-03-01→ Common Stock, par value $.001 (18,000 underlying)
Holdings
- 10,000
Stock Option
Exercise: $16.63From: 1996-07-24Exp: 2006-07-24→ Common Stock, par value $.001 (10,000 underlying) - 25,000
Stock Option
Exercise: $25.14From: 2004-01-02Exp: 2014-01-02→ Common Stock, par value $.001 (25,000 underlying) - 50,000
Stock Option
Exercise: $5.44From: 1999-01-27Exp: 2009-01-27→ Common Stock, par value $.001 (50,000 underlying) - 1,899.152
Stock Units
→ Common Stock, par value $.001 (1,899.152 underlying) - 1,048.027
Stock Units
→ Common Stock, par value $.001 (1,048.027 underlying) - 650.28
Stock Units
→ Common Stock, par value $.001 (650.28 underlying) - 1,680.3
Stock Units
→ Common Stock, par value $.001 (1,680.3 underlying)
Footnotes (6)
- [F1]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.
- [F2]These stock options are held by Saw Mill Partners, L.P.
- [F3]20% of these options are exercisable on the grant date, and 20% are exercisable on each anniversary of the grant date.
- [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.
- [F6]Option vests in five equal annual installments beginning on the "Date Exercisable" above.
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, 6:23 PM ET
- Size
- 24.4 KB