Edgar Filing: NEIGHBORCARE INC

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 ^*

DONDERO JAMES D

2. Issuer Name and Ticker or Trading Symbol
NEIGHBORCARE INC [NCRX]

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

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

(Last)

(First)

(Middle)

C/O NEIGHBORCARE, INC., 601 E. PRATT STREET

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2005

(Street)

BALTIMORE, MD 21201

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	07/28/2005		U		5,040,548	D	$ 34.75	0	I ⁽¹⁾	See footnote ⁽¹⁾
Common Stock	07/28/2005		U		105,003	D	$ 34.75	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (right to buy)

$ 12.99

07/28/2005

39,134

10/01/2001⁽²⁾

10/01/2011

Common Stock

39,134

⁽³⁾

Stock Option (right to buy)

$ 10.73

07/28/2005

3,913

10/01/2002⁽²⁾

10/01/2012

Common Stock

3,913

⁽³⁾

Stock Option (right to buy)

$ 15.47

07/28/2005

3,913

10/01/2004⁽²⁾

10/01/2014

Common Stock

3,913

⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DONDERO JAMES D C/O NEIGHBORCARE, INC. 601 E. PRATT STREET BALTIMORE, MD 21201	X	X

Signatures

/s/ James D. Dondero		08/02/2005
^**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)	Indirect beneficial ownership consists of shares of the Issuer's common stock held by a group consisting of Highland Capital Management, L.P. ("HCMLP"), Highland Crusader Offshore Partners, L.P., Highland Equity Focus Fund, L.P., Prospect Street High Income Portfolio, Inc., PCMG Trading Partners XIII, L.P. and Mr. Dondero. Strand Advisors, Inc. ("Strand") is the general partner of HCMLP. Mr. Dondero is the President of HCMLP and the President and a director of Strand. Mr. Dondero expressly disclaims beneficial ownership of the securities held by the other members of the group, except to the extent of his pecuniary interest therein.
(2)	Pursuant to the Agreement and Plan of Merger, dated July 6, 2005, by and among Omnicare, Inc., Nectarine Acquisition Corp. and NeighborCare, Inc., all outstanding stock options of the Reporting Person were cancelled.
(3)	Not applicable.

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