FORM 5
Check box if no longer Form 3 Holdings Reported Form 4 Transactions Reported |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
|
OMB APPROVAL |
OMB
Number: 3235-0362 |
1. Name and Address
of Reporting Person Headrick, Roger L. (Last) (First) (Middle)
(Street)
(City)
(State) (Zip) |
2. Issuer Name and
Ticker Caremark Rx, Inc. CMX
|
4. Statement for
Month/Year December
31, 2002
5. If Amendment, Date
of / |
|
|
X Director |
10% Owner |
|||
|
||||
X Form Filed by One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of |
2. Transaction
Date |
2A. Deemed |
3. Transaction |
4. Securities Acquired (A) |
5. Amount of |
6. Owner- |
7. Nature of |
||
Amount |
(A) or (D) |
Price |
|||||||
Common Stock, par value $.001 |
|
|
|
|
|
|
36,000(1) |
D |
|
Common Stock, par value $.001 |
|
|
|
|
|
|
1,250 |
I |
Held by spouse |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* If the form is filed by more than one reporting person, see instruction 4(b)(v).
Table II -
Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Derivative
Security |
2. Conver sion or Exercise Price of Derivative Security |
3. Transaction Date |
3A. Deemed Execution Date,
if any (Month/ |
4. Transaction Code |
5. Number of Derivative
Securities Acquired (A) or Disposed of (D) |
6. Date Exercisable and
Expiration Date |
7. Title and Amount of
Underlying Securities |
8. Price of Derivative
Security |
9. Number of Derivative
Securities Beneficially Owned at End of Year |
10.Ownership of Derivative
Security: |
11. Nature of Indirect
Beneficial Ownership |
|||
(A) |
(D) |
Date |
Expiration |
Title |
Amount or Number of Shares |
|||||||||
Stock Unit |
|
10/1/02 |
|
A |
(1) |
|
(2) |
|
Common Stock, $.001 par value |
339.41 |
$16.94 |
339.41 |
D |
|
Stock Unit |
|
7/1/02 |
|
A |
1,680.30 |
|
(2) |
|
Common Stock, $.001 par value |
1,680.30 |
$17.11 |
1,680.30 |
D |
|
Stock Unit |
|
1/2/03 |
|
A |
280.44 |
|
(2) |
|
Common Stock, $.001 par value |
280.44 |
$16.403 |
280.44 |
D |
|
Stock Option |
$18.625 |
1/31/97 |
|
A |
(1) |
|
1/31/97(3) |
1/31/07 |
Common Stock, $.001 par value |
25,000 |
|
25,000 |
D |
|
Stock Option |
$3.25 |
10/19/98 |
|
A |
(1) |
|
10/19/98(3) |
10/19/08 |
Common Stock, $.001 par value |
50,000 |
|
50,000 |
D |
|
Stock Option |
$5.4375 |
1/27/99 |
|
A |
(1) |
|
1/27/99(3) |
1/27/09 |
Common Stock, $.001 par value |
50,000 |
|
50,000 |
D |
|
Stock Option |
$3.8750 |
3/8/00 |
|
A |
(1) |
|
3/8/00(3) |
3/8/10 |
Common Stock, $.001 par value |
25,000 |
|
25,000 |
D |
|
Stock Option |
$12.25 |
1/12/01 |
|
A |
(1) |
|
1/12/01(3) |
1/12/11 |
Common Stock, $.001 par value |
25,000 |
|
25,000 |
D |
|
Stock Option |
$15.80 |
1/2/02 |
|
A |
(1) |
|
1/2/02(3) |
1/2/12 |
Common Stock, $.001 par value |
25,000 |
|
25,000 |
D |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Explanation of Responses: (1) Previously reported, for information purposes only. (2) 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 units was deferred. Payment will be made within a reasonably practicable period of time following the earlier of a change in control (as defined in the plan) or the cessation of the reporting persons status as a non-employee member of the Caremark Rx, Inc. Board of Directors. (3) 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.
|
/s/ Roger L. Headrick |
1/31/03 |
** Signature of Reporting Person |
Date |
** Intentional misstatements or omissions
of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which
must be manually signed.
If space provided is
insufficient, see Instruction 6
for procedure.
http://www.sec.gov/divisions/corpfin/forms/form5.htm
Last update: 09/03/2002
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of Sara J. Finley, in her capacity as Corporate Secretary of Caremark Rx, Inc. (the Company), and Irene M. Graves, in her capacity as Assistant Corporate Secretary of the Company, signing singly, the undersigneds true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigneds capacity as an officer and/or director of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the reasonable opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorneyinfacts reasonable discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneyinfacts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigneds holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of October, 2002.
|
/s/ Roger L. Headrick |
|
Roger L. Headrick |