4//SEC Filing
CAREMARK RX INC 4
Accession 0001181431-07-021410
CIK 0001000736operating
Filed
Mar 25, 8:00 PM ET
Accepted
Mar 26, 7:22 PM ET
Size
24.7 KB
Accession
0001181431-07-021410
Insider Transaction Report
Form 4
DIAMOND HARRIS
Director
Transactions
- Exercise/Conversion
Common Stock, par value $.001
2007-03-22+13,462→ 13,462 total - Disposition to Issuer
Common Stock, par value $.001
2007-03-22−13,462→ 0 total - Disposition to Issuer
Stock Option
2007-03-22−18,000→ 0 totalExercise: $37.92From: 2006-03-01Exp: 2015-03-01→ Common Stock, par value $.001 (18,000 underlying) - Exercise/Conversion
Stock Units
2007-03-22−13,462.225→ 0 total→ Common Stock, par value $.001 (13,462.225 underlying) - Disposition to Issuer
Stock Option
2007-03-22−25,000→ 0 totalExercise: $25.14From: 2004-01-02Exp: 2014-01-02→ Common Stock, par value $.001 (25,000 underlying) - Disposition to Issuer
Stock Option
2007-03-22−5,000→ 0 totalExercise: $12.25From: 2001-01-12Exp: 2011-01-12→ Common Stock, par value $.001 (5,000 underlying) - Award
Stock Units
2007-03-22+1,388.24→ 13,462.225 total→ Common Stock, par value $.001 (1,388.24 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
Issuer
CAREMARK RX INC
CIK 0001000736
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001000736
Filing Metadata
- Form type
- 4
- Filed
- Mar 25, 8:00 PM ET
- Accepted
- Mar 26, 7:22 PM ET
- Size
- 24.7 KB