Sec Form 4 Filing - Manley Corey J @ OMNICELL, INC. - 2025-03-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Manley Corey J
2. Issuer Name and Ticker or Trading Symbol
OMNICELL, INC. [ OMCL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP&CHIEF LEGAL/ADMIN OFFICER
(Last) (First) (Middle)
OMNICELL, INC., 4220 NORTH FREEWAY
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2025
(Street)
FORT WORTH, TX76137
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/08/2025 A 56,268 ( 1 ) A $ 0 102,604 D
Common Stock 03/08/2025 F 4,697 ( 2 ) D $ 36.99 97,907 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Manley Corey J
OMNICELL, INC.
4220 NORTH FREEWAY
FORT WORTH, TX76137
EVP&CHIEF LEGAL/ADMIN OFFICER
Signatures
/s/ Vijay Biligiri, Attorney in Fact for Corey J. Manley 03/11/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects performance-based restricted stock units that were previously granted on February 27, 2024, subject to the Company meeting certain stock performance objectives compared to the S&P 1000 Healthcare Index. On March 8, 2025 (the determination date), the Compensation Committee determined the performance criteria was met with respect to 56,268 performance-based restricted stock units (176% of target) of which 25% vested upon the determination date. The remaining performance-based restricted stock units will vest in equal quarterly increments once every three months over a three-year period (on each May 15, August 15, November 15, and February 15, respectively).
( 2 )Reflects withholding of shares to cover taxes due in connection with the vesting of performance-based restricted stock units

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).
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