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*
COSLER STEVEN D
(Last) (First) (Middle)
250 TECHNOLOGY PARK
(Street)
LAKE MARY FL 32746-6232
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PRIORITY HEALTHCARE CORP [ PHCC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/14/2005
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)
Code V Amount (A) or (D) Price
Class B Common Stock 10/14/2005 D 91,954 D $28(1) 0 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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option Right to Buy $27.6563 10/14/2005 D 3,614 01/01/2002(2) 10/23/2010 Class B Common Stock 3,614 $0.3437(2) 0 D
Stock Option Right to Buy $30.2 10/14/2005 D 3,311 01/01/2003(3) 10/22/2011 Class B Common Stock 3,311 $0(3) 0 D
Stock Option Right to Buy $24.35 10/14/2005 D 4,106 01/01/2004(2) 10/21/2012 Class B Common Stock 4,106 $3.65(2) 0 D
Stock Option Right to Buy $20.53 10/14/2005 D 4,870 01/01/2005(2) 10/27/2013 Class B Common Stock 4,870 $7.47(2) 0 D
Stock Option Right to Buy $17.85 10/14/2005 D 5,602 01/01/2006(4) 11/02/2014 Class B Common Stock 5,602 $10.15(4) 0 D
Stock Option Right to Buy $4.8334 10/14/2005 D 24,833 01/01/1999(2) 10/24/2007 Class B Common Stock 24,833 $23.1666(2) 0 D
Stock Option Right to Buy $5 10/14/2005 D 4,500 01/01/1999(2) 12/16/2007 Class B Common Stock 4,500 $23(2) 0 D
Stock Option Right to Buy $6.6667 10/14/2005 D 52,500 01/01/2000(2) 09/15/2008 Class B Common Stock 52,500 $21.3333(2) 0 D
Stock Option Right to Buy $17 10/14/2005 D 94,120 06/09/2000(2) 06/09/2009 Class B Common Stock 94,120 $11(2) 0 D
Stock Option Right to Buy $13.625 10/14/2005 D 33,657 01/03/2001(2) 01/03/2010 Class B Common Stock 33,657 $14.375(2) 0 D
Stock Option Right to Buy $27.6563 10/14/2005 D 136,386 01/01/2002(2) 10/23/2010 Class B Common Stock 136,386 $0.3437(2) 0 D
Stock Option Right to Buy $30.2 10/14/2005 D 66,689 01/01/2003(5) 10/22/2011 Class B Common Stock 66,689 $0(5) 0 D
Stock Option Right to Buy $26.93 10/14/2005 D 30,000 02/25/2003(9) 02/25/2012 Class B Common Stock 30,000 $1.07(9) 0 D
Stock Option Right to Buy $24.35 10/14/2005 D 80,894 01/01/2004(6) 10/21/2012 Class B Common Stock 80,894 $3.65(6) 0 D
Stock Option Right to Buy $20.53 10/14/2005 D 75,880 01/01/2005(7) 10/27/2013 Class B Common Stock 75,880 $7.47(7) 0 D
Stock Option Right to Buy $17.85 10/14/2005 D 75,148 01/01/2006(8) 11/02/2014 Class B Common Stock 75,148 $10.15(8) 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of July 21, 2005, by and among Express Scripts, Inc., Pony Acquisition Corporation and Priority Healthcare Corporation (the "Merger Agreement"), these shares were cancelled for and converted into the right to receive a cash payment of $28.00 per share.
2. Pursuant to the Merger Agreement, this option, which was fully vested, was cancelled for and converted into the right to receive a cash payment equal to the product of (i) the excess of $28 per share over the exercise price per share of the Class B common stock previously subject to this option and (ii) the number of shares of Class B common stock previously subject to this option.
3. Pursuant to the Merger Agreement, this option, which was fully vested, was cancelled for no consideration.
4. Pursuant to the Merger Agreement, this option, which was to fully vest on January 1, 2006, was cancelled for and converted into the right to receive a cash payment equal to the product of (i) the excess of $28 per share over the exercise price per share of the Class B common stock previously subject to this option and (ii) the number of shares of Class B common stock previously subject to this option.
5. Pursuant to the Merger Agreement, this option, which was to vest in four equal annual installments beginning on January 1, 2003, was cancelled for no consideration.
6. Pursuant to the Merger Agreement, this option, which was to vest in four equal annual installments beginning on January 1, 2004, was cancelled for and converted into the right to receive a cash payment equal to the product of (i) the excess of $28 per share over the exercise price per share of the Class B common stock previously subject to this option and (ii) the number of shares of Class B common stock previously subject to this option.
7. Pursuant to the Merger Agreement, this option, which was to vest in four equal annual installments beginning on January 1, 2005, was cancelled for and converted into the right to receive a cash payment equal to the product of (i) the excess of $28 per share over the exercise price per share of the Class B common stock previously subject to this option and (ii) the number of shares of Class B common stock previously subject to this option.
8. Pursuant to the Merger Agreement, this option, which was to vest in four equal annual installments beginning on January 1, 2006, was cancelled for and converted into the right to receive a cash payment equal to the product of (i) the excess of $28 per share over the exercise price per share of the Class B common stock previously subject to this option and (ii) the number of shares of Class B common stock previously subject to this option.
9. Pursuant to the Merger Agreement, this option, which was to vest in four equal annual installments beginning on February 25, 2003, was cancelled for and converted into the right to receive a cash payment equal to the product of (i) the excess of $28 per share over the exercise price per share of the Class B common stock previously subject to this option and (ii) the number of shares of Class B common stock previously subject to this option.
STEPHEN M. SAFT, ATTORNEY-IN-FACT 10/14/2005
** 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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