CAREMARK RX INC 4

Accession 0001181431-07-021407

CIK 0001000736operating

View on SEC.gov Company Profile

Filed

Mar 25, 8:00 PM ET

Accepted

Mar 26, 7:21 PM ET

Size

22.7 KB

Accession

0001181431-07-021407

Insider Transaction Report

Form 4

Period: 2007-03-22

CAREMARK RX INCCMX

WARE MICHAEL

Director

Transactions

Exercise/Conversion
Stock Units
2007-03-22−552.732→ 0 total
→ Common Stock, $.001 par value (552.732 underlying)
Disposition to Issuer
Stock Option
2007-03-22−43,000→ 0 total
Exercise: $10.15From: 2003-10-23Exp: 2012-10-23→ Common Stock, $.001 par value (43,000 underlying)
Disposition to Issuer
Stock Option
2007-03-22−2,885→ 0 total
Exercise: $33.85From: 2005-04-30Exp: 2014-04-30→ Common Stock, $.001 par value (2,885 underlying)
Disposition to Issuer
Common Stock, $.001 par value
2007-03-22−21,838→ 0 total
Disposition to Issuer
Stock Option
2007-03-22−18,000→ 0 total
Exercise: $37.92From: 2006-03-01Exp: 2015-03-01→ Common Stock, $.001 par value (18,000 underlying)
Exercise/Conversion
Common Stock, $.001 par value
2007-03-22+553→ 21,838 total
Disposition to Issuer
Stock Option
2007-03-22−32,250→ 0 total
Exercise: $13.33From: 2002-12-20Exp: 2011-12-20→ Common Stock, $.001 par value (32,250 underlying)
Award
Stock Units
2007-03-22+56.998→ 552.732 total
→ Common Stock, $.001 par value (56.998 underlying)

Footnotes (5)

[F1]Pursuant to the merger agreement between the issuer and CVS Corporation, because of the change in control of the issuer, each stock unit that was accrued under the Caremark Rx, Inc. Director Deferred Compensation Plan was converted immediately prior to the completion of the merger into 1 share of issuer common stock and was then disposed of pursuant to the merger agreement between the issuer and CVS Corporation at a rate of 1.67 of CVS/Caremark Corporation common stock for each share of issuer common stock.
[F2]Disposed of pursuant to a merger agreement between issuer and CVS Corporation at the rate of 1.67 shares of CVS/Caremark Corporation common stock for each share of issuer stock. All issuer shares held by Reporting Person were disposed.
[F3]Issuer options are being replaced in the merger with CVS/Caremark Corporation options exercisable for CVS/Caremark Corporation common stock. The number of CVS/Caremark Corporation common shares and the exercise price of the CVS/Caremark Corporation replacement option will be computed using a formula that will result in the Reporting Person receiving an intrinsic value in the CVS/Caremark Corporation replacement option that will be approximately equal to the intrinsic value of the issuer options valued immediately prior to the merger.
[F4]Each unit is equivalent to one share of issuer common stock.
[F5]Increase in stock units resulting from a $7.50 per share special dividend paid on stock units that were accrued under the Caremark Rx, Inc. Director Deferred Compensation Plan. Although the special dividend was paid in cash, the terms of the Deferred Compensation Plan provided that cash dividends would be accrued as additional stock units.

Documents

1 file

4
rrd152355.xmlPrimary
CVS MERGER

Issuer

CAREMARK RX INC

CIK 0001000736

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001000736

Filing Metadata

Form type: 4
Filed: Mar 25, 8:00 PM ET
Accepted: Mar 26, 7:21 PM ET
Size: 22.7 KB

View on SEC.gov