FORM 4 o Check this box if no longer subject to
Section 16. Form 4 or Form 5
obligations may continue. |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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OMB APPROVAL |
OMB
Number: 3235-0287 |
1. Name and Address of Reporting Person *
(Last)
(First)
(Middle)
(Street)
(City)
(State) (Zip)
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2. Issuer Name and Ticker Caremark Rx, Inc. CMX 3. I.R.S.
Identification |
4. Statement for April 1, 2003
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(Check
all applicable) X Director
Officer (give title below)
10% Owner
Other (specify below)
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Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security |
2. Transaction Date
(Month/Day/ |
2A. Deemed Execution Date,
if any (Month/Day/ |
3. Transaction Code |
4. Securities Acquired (A)
or Disposed of (D) |
5. Amount of Securities
Beneficially Owned Following Reported Transaction(s) |
6. Ownership Form: Direct
(D) or Indirect (I) |
7. Nature of Indirect
Beneficial Ownership |
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Code |
V |
Amount |
(A) or (D) |
Price |
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Common Stock, par value $.001 |
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2,900 (1) |
D |
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Table II Derivative Securities Acquired, Disposed of, or
Beneficially Owned |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security |
3. Transaction Date |
3A. Deemed Execution Date,
if any (Month/Day/ |
4. Transaction Code (Instr. 8) |
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 Following Reported Transaction(s) |
10. Ownership Form of
Derivative Securities: Direct (D) or Indirect (I) |
11. Nature of Indirect Beneficial
Ownership |
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Code |
V |
(A) |
(D) |
Date |
Expiration |
Title |
Amount or Number of Shares |
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Stock Units |
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10/1/02 |
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A |
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(1) |
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(2) |
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Common Stock, $.001 par value |
339.41 |
$16.941 |
339.41 |
D |
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Stock Units |
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7/1/02 |
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A |
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(1) |
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(2) |
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Common Stock, $.001 par value |
1,680.30 |
$17.11 |
1,680.30 |
D |
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Stock Units |
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1/2/03 |
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A |
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(1) |
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(2) |
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Common Stock, $.001 par value |
280.44 |
$16.403 |
280.44 |
D |
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Stock Option |
$16.28 |
5/31/01 |
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A |
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(1) |
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5/31/01(3) |
5/31/11 |
Common Stock, $.001 par value |
25,000 |
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25,000 |
D |
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Stock Option |
$15.80 |
1/2/02 |
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A |
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(1) |
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1/2/02(3) |
1/2/12 |
Common Stock, $.001 par value |
25,000 |
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25,000 |
D |
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Stock Option |
$17.20 |
2/25/03 |
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A |
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(1) |
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2/25/03(3) |
2/25/13 |
Common Stock, $.001 par value |
25,000 |
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25,000 |
D |
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Stock Units |
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4/1/03 |
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A |
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3165.254 |
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(2) |
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Common Stock, $.001 par value |
3165.254 |
$18.166 |
3165.254 |
D |
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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 person's 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/ Colleen Conway-Welch ** Signature of Reporting Person |
4/2/03 Date |
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Reminder: Report on a separate line for each
class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** 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 is insufficient, see Instruction 6 for procedure.
http://www.sec.gov/divisions/corpfin/forms/form4.htm
Last update: 09/05/2002