Form 4 MERLO LARRY J For: Jun 17 (10K)

FORM 4

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MERLO LARRY J

(Last)

(First)

(Middle)

ONE CVS DRIVE

(Street)

WOONSOCKET

02895-

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2009

4. If Amendment, Date of 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

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	06/17/2009		S		180,000	D	$ 31.0647	145,911.6082	D
Common Stock	06/17/2009		M		80,000	A	$ 19.2813	225,911.6082	D
Common Stock	06/17/2009		M		100,000	A	$ 17.6675	325,911.6082	D
Common Stock								320,718.7849	I	By Trust As Beneficiary
Common Stock (restricted)								248,431	D
ESOP Common Stock								6,098.5188	I	By ESOP
Stock Unit								78,798.8229	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 (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

$ 19.2813

06/17/2009

80,000

01/03/2002⁽¹⁾

01/03/2010

Common Stock

80,000

$ 0

Stock Option

$ 17.6675

06/17/2009

100,000

01/08/2005⁽²⁾

01/08/2011

Common Stock

100,000

$ 0

Phantom Stock Credits

$ 1 ⁽³⁾

⁽⁴⁾⁽⁵⁾

Common Stock

5,269

Stock Option

$ 25

03/10/2001

03/10/2009

Common Stock

50,000

Stock Option

$ 14.9625

01/02/2003

01/02/2012

Common Stock

189,644

Stock Option

$ 30.2625

03/07/2003

03/07/2011

Common Stock

100,000

Stock Option

$ 12.5625

01/09/2005

01/09/2013

Common Stock

160,000

Stock Option

$ 22.445

01/05/2006

01/05/2012

Common Stock

100,000

Stock Option

$ 30.035

04/03/2007⁽⁶⁾

04/03/2013

Common Stock

161,359

Stock Option

$ 34.42

04/02/2008⁽⁷⁾

04/02/2014

Common Stock

136,089

Stock Option

$ 41.17

04/01/2009⁽⁸⁾

04/01/2015

Common Stock

144,144

Stock Option

$ 28.1

04/01/2010⁽⁹⁾

04/01/2016

Common Stock

185,572

Explanation of Responses:

1. Option became exercisable in three annual instrallments, commencing 1/3/2002.

2. Option became exercisable in three annual installments, commencing 1/3/2005.

3. Each share credit is equivalent to one share; 1-for-1 conversion.

4. Reflects 2002 and 2003 year end company match share credits of 33 and 27, 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.

5. Reflects year end company match share credits under a non-qualified deferred compensation plan; share credits are payable in cash only, at such timee as has been elected by the reporting person.

6. Option becomes exercisable in three equal annual installments, commencing 4/3/07

7. Option becomes exercisable in three equal annual installments, commencing 4/2/2008.

8. Option becomes exercisable in three equal annual installments, commencing 4/1/2009.

9. Option becomes exercisable in three equal annual installments, commencing 4/1/2010.

	Larry J. Merlo	06/19/2009
	** Signature of Reporting Person	Date
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.
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 Number.

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