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 *
MERLO LARRY J
   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)
06/17/2009
(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)
Code V Amount (A) or (D) Price
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  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 19.2813 06/17/2009   M     80,000 01/03/2002(1) 01/03/2010 Common Stock 80,000 $ 0 0 D  
Stock Option $ 17.6675 06/17/2009   M     100,000 01/08/2005(2) 01/08/2011 Common Stock 100,000 $ 0 0 D  
Phantom Stock Credits $ 1 (3)               (4)(5)   (4)(5) Common Stock 5,269   5,269 D  
Stock Option $ 25             03/10/2001 03/10/2009 Common Stock 50,000   50,000 D  
Stock Option $ 14.9625             01/02/2003 01/02/2012 Common Stock 189,644   189,644 D  
Stock Option $ 30.2625             03/07/2003 03/07/2011 Common Stock 100,000   100,000 D  
Stock Option $ 12.5625             01/09/2005 01/09/2013 Common Stock 160,000   160,000 D  
Stock Option $ 22.445             01/05/2006 01/05/2012 Common Stock 100,000   100,000 D  
Stock Option $ 30.035             04/03/2007(6) 04/03/2013 Common Stock 161,359   161,359 D  
Stock Option $ 34.42             04/02/2008(7) 04/02/2014 Common Stock 136,089   136,089 D  
Stock Option $ 41.17             04/01/2009(8) 04/01/2015 Common Stock 144,144   144,144 D  
Stock Option $ 28.1             04/01/2010(9) 04/01/2016 Common Stock 185,572   185,572 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MERLO LARRY J
ONE CVS DRIVE
WOONSOCKET, RI 02895-		       Executive Vice President  

Signatures

 Larry J. Merlo   06/19/2009
**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) 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.

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