SEC FORM 4

SEC Form 4

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
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^*

VAN HEEK G JAN

(Last)

(First)

(Middle)

ONE KENDALL SQUARE

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GENZYME CORP [ GENZ ]

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)
08/01/2003

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)
Genzyme General common stock (GENZ)	08/01/2003	08/01/2003	M		25,000	A	$7.27	28,509	D
Genzyme General common stock (GENZ)	08/01/2003	08/01/2003	S⁽¹⁾		25,000	D	$50.04	3,509⁽²⁾	D
Genzyme General common stock (GENZ)								816	I	By 401(k)
Genzyme General common stock (GENZ)								1,665	I	By 401(k) by spouse
Genzyme General common stock (GENZ)								4,341	I	By Spouse

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Genzyme General NQ stock option (right to buy)	$7.27	08/01/2003	08/01/2003	M			25,000	06/30/2003	12/08/2003	Genzyme General common stock (GENZ)	25,000	$0	50,000	D

Explanation of Responses:

1. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adpoted by the reporting person on June 16, 2003.

2. The exercise of this stock option included a distribution of an additional 5 shares of Genzyme common stock. These stock options were entitled to receive a distribution of shares of Tissue Repair common stock that was paid on July 22, 1997 to Genzyme General Division stockholders at a rate of 0.015. In connection with the formation of Genzyme Biosurgery in December 2000, shares of Genzyme Tissue Repair were converted into shares of Genzyme Biosurgery at a rate of 0.3352. In connection with the exchange of Genzyme Biosurgery stock into Genzyme General stock on June 30, 2003, distributions of the Genzyme Biosurgery stock are exchanged into Genzyme General stock at a rate of 0.04945.

Remarks:

	By: Susan P. Cogswell, Attorney-in-Fact	08/04/2003
	By: Susan P. Cogswell, Attorney-in-Fact	08/04/2003
	** 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).
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