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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Stock Units | $ 0 | 06/19/2008 | A | 3,771 | (1) | (1) | Common Stock | 3,771 | $ 0 | 3,771 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 29.17 | 06/19/2008 | A | 10,120 | (2) | 06/19/2015 | Common Stock | 10,120 | $ 0 | 10,120 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 13.7525 | (3) | 06/05/2012 | Common Stock | 80,000 | 80,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 14.5 | (3) | 05/23/2010 | Common Stock | 32,500 | 32,500 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 15.55 | (3) | 05/25/2011 | Common Stock | 62,500 | 62,500 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 18.7969 | (3) | 12/17/2009 | Common Stock | 103,000 | 103,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 25.78 | (3) | 06/26/2013 | Common Stock | 60,000 | 60,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 30.51 | (3) | 06/13/2013 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 31.61 | (3) | 06/14/2014 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 34.44 | (3) | 06/23/2015 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 44.37 | (3) | 06/24/2014 | Common Stock | 30,000 | 30,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LEPORE DAWN G C/O DRUGSTORE.COM, INC. 411 108TH AVE NE, SUITE 1400 BELLEVUE, WA 98004 |
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| By: Brian Levey For: Dawn G. Lepore | 06/23/2008 | |
| **Signature of Reporting Person | Date |
| * | 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) | In connection with the reporting person's continuous service as a non-employee director of the Company, such reporting person has been granted an exempt award of Deferred Stock Units ("DSUs") at the time of the Company's annual meeting of stockholders. The number of DSUs granted represents the quotient (rounded to the nearest whole share) of (A) $110,000 divided by (B) the Company's closing stock price on the date of grant. The DSUs becomes vested as to 25% on the one year anniversary of the grant and 1/48th monthly thereafter, provided that the reporting person continues as a director or consultant of the Company through such date. |
| (2) | In connection with the reporting person's continuous service as a non-employee director of the Company, such reporting person has been granted options at the time of the Company's annual meeting of stockholders. The number of options granted is equal to the net present value of $110,000 (rounded to the nearest whole option), calculated using the Black-Scholes valuation methodology on the date of grant. Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter, provided that the reporting person continues as a director or consultant of the Company through such date. |
| (3) | Options become exercisable as to 25% on the one year anniversary date of the grant and 1/48th monthly thereafter. |