4//SEC Filing
CAREMARK RX INC 4
Accession 0001181431-05-014340
CIK 0001000736operating
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 6:24 PM ET
Size
21.2 KB
Accession
0001181431-05-014340
Insider Transaction Report
Form 4
DIAMOND HARRIS
Director
Transactions
- Disposition to Issuer
Common Stock, par value $.001
2005-03-01−6,000→ 0 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
- 3,165.254
Stock Units
→ Common Stock, par value $.001 (3,165.254 underlying) - 1,680.3
Stock Units
→ Common Stock, par value $.001 (1,680.3 underlying) - 280.44
Stock Units
→ Common Stock, par value $.001 (280.44 underlying) - 1,746.712
Stock Units
→ Common Stock, par value $.001 (1,746.712 underlying) - 25,000
Stock Option
Exercise: $25.14From: 2004-01-02Exp: 2014-01-02→ Common Stock, par value $.001 (25,000 underlying) - 203.65
Stock Units
→ Common Stock, par value $.001 (203.65 underlying) - 2,023.12
Stock Units
→ Common Stock, par value $.001 (2,023.12 underlying)
Footnotes (4)
- [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 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.
- [F3]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.
- [F4]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, 6:24 PM ET
- Size
- 21.2 KB