Edgar Filing: SGARRO DOUGLAS A

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SGARRO DOUGLAS A

2. Issuer Name and Ticker or Trading Symbol
CVS CAREMARK CORP [CVS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice President

(Last)

(First)

(Middle)

ONE CVS DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2009

(Street)

WOONSOCKET, RI 02895-

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/18/2009		M		27,500	A	$ 14.9625	197,227.6044	D ⁽³⁾
Common Stock	08/18/2009		M		23,726	A	$ 14.9625	220,953.6044	D ⁽³⁾
Common Stock	08/18/2009		M		61,110	A	$ 12.5625	282,063.6044	D ⁽³⁾
Common Stock	08/18/2009		S⁽¹⁾		112,336	D	$ 34.5003 ⁽²⁾	169,727.6044	D ⁽³⁾
Common Stock	08/19/2009		M		45,259	A	$ 30.2625	214,986.6044	D ⁽³⁾
Common Stock	08/19/2009		M		48,890	A	$ 12.5625	263,876.6044	D ⁽³⁾
Common Stock	08/19/2009		M		70,000	A	$ 17.6675	333,876.6044	D ⁽³⁾
Common Stock	08/19/2009		M		80,000	A	$ 22.445	413,876.6044	D ⁽³⁾
Common Stock	08/19/2009		S⁽¹⁾		244,149	D	$ 34.5114 ⁽⁴⁾	169,727.6044	D ⁽³⁾
Common Stock	08/20/2009		M		24,741	A	$ 30.3625	194,468.6044	D ⁽³⁾
Common Stock	08/20/2009		S⁽¹⁾		24,741	D	$ 34.5	169,727.6044	D ⁽³⁾
Common Stock (restricted)								74,893	D
ESOP Common Stock								2,160.3254	I	By ESOP
Stock Unit								23,668.3172	D

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 14.9625

08/18/2009

27,500

⁽⁵⁾

01/02/2012

Common Stock

27,500

$ 0

23,726

Stock Option

$ 14.9625

08/18/2009

23,726

⁽⁵⁾

01/02/2012

Common Stock

23,726

$ 0

Stock Option

$ 12.5625

08/18/2009

61,110

01/09/2005⁽⁶⁾

01/09/2013

Common Stock

61,110

$ 0

48,890

Stock Option

$ 30.2625

08/19/2009

45,259

03/07/2003⁽⁷⁾

03/07/2011

Common Stock

45,259

$ 0

24,741

Stock Option

$ 12.5625

08/19/2009

48,890

01/09/2005⁽⁸⁾

01/09/2013

Common Stock

48,890

$ 0

Stock Option

$ 17.6675

08/19/2009

70,000

01/08/2005⁽⁹⁾

01/08/2011

Common Stock

70,000

$ 0

Stock Option

$ 22.445

08/19/2009

80,000

01/05/2006⁽¹⁰⁾

01/05/2012

Common Stock

80,000

$ 0

Stock Option

$ 30.2625

08/20/2009

24,741

03/07/2003⁽¹¹⁾

03/07/2011

Common Stock

24,741

$ 0

Phantom Stock Credits

$ 1 ⁽¹²⁾

⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾

Common Stock

7,499

Stock Option

$ 30.035

04/03/2007

04/03/2013

Common Stock

147,531

Stock Option

$ 34.42

04/02/2008

04/02/2014

Common Stock

136,089

Stock Option

$ 41.17

04/01/2009

04/01/2015

Common Stock

172,973

Stock Option

$ 28.1

04/01/2010

04/01/2016

Common Stock

192,709

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SGARRO DOUGLAS A ONE CVS DRIVE WOONSOCKET, RI 02895-			Executive Vice President

Signatures

Douglas A. Sgarro		08/20/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The sale in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan.
(2)	Represents weighted average sale price for this trading day. Multiple sales were executed, with sales prices ranging between $34.50 and $34.51 per share.
(3)	Includes dividend reinvestment shares acquired during the course of the year.
(4)	Represents weighted average sale price for this trading day. Multiple sales were executed, with sales prices ranging between $34.50 and $34.53 per share.
(5)	Option becomes exercisable in three equal annual installments, commencing 1/2/2004.
(6)	Option becomes exercisable in three equal annual installments, commencing 1/9/2005.
(7)	Option becomes exercisable in three equal annual installments, commencing 3/7/2003.
(8)	Option becomes exercisable in three equal annual installments, commencing 1/9/2005.
(9)	Option becomes exercisable in three equal annual installments, commencing 1/8/2005.
(10)	Option becomes exercisable in three equal annual installments, commencing 1/5/2006.
(11)	Option becomes exercisable in three equal annual installments, commencing 3/7/2003.
(12)	Each share credit is equivalent to one share; 1-for-1 conversion.
(13)	Distribution from a non-qualified deferred compensation plan. Phantom stock credits are payable in cash only, 1-for-1 conversion, at such time as has been elected by the reporting person.
(14)	Reflects 2001, 2002 and 2003 year end company match share credits of 442, 55 and 521, respectively, under a non-qualified deferred compensation plan; share credits are payable in cash only, at such time as has been elected by the reporting person.
(15)	Reflects year end company match share credits under a non-qualified deferred compensation plan; share credits are payable in cash only, at such time as has been elected by the reporting person.

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