SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

VICCIARDO LEONARD J

(Last)

(First)

(Middle)

C/O HEALTH PRODUCTS RESEARCH

3498 ROUTE 22 WEST, PO BOX 500

(Street)

WHITEHOUSE

08888-5000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VENTIV HEALTH INC [ vtiv ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres,COO,Health Products Resea

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2002

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)	4. Transaction Code (Instr. 8)	(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)
Stock option (right to buy)	$7.9375	05/31/2002		D5		75,000	⁽¹⁾	09/27/2009	Common stock	75,000	$0	207,000	D
Stock option (right to buy)	$12.5625	05/31/2002		D5		12,000	⁽¹⁾	01/29/2011	Common stock	12,000	$0	207,000	D
Stock option (right to buy)	$4	12/02/2002		4A	75,000		⁽¹⁾	12/02/2012	Common stock	75,000	$0	207,000	D
Stock option (right to buy)	$4	12/02/2002		4A	12,000		⁽¹⁾	12/02/2012	Common stock	12,000	$0	207,000	D
Stock option (right to buy)	$1.66	12/11/2002		4A	80,000		⁽²⁾	12/11/2012	Common stock	80,000	$0	207,000	D

Explanation of Responses:

1. Pursuant to an exchange offer on May 31, 2002, the reporting person surrendered a total of 87,000 options on the completion date and was issued an equivalent number of replacement options on December 2, 2002. 75,000 of the options surrendered by the reporting person were scheduled to vest in four equal portions on the first four anniversaries of their date of issuance (Sept 27, 1999). 50% of the replacement options issued therefore were vested and exercisable upon issuance and 25% of such replacement options will vest and become exercisable on each of December 2, 2003 and December 2, 2004. 12,000 of the options surrendered by the reporting person were scheduled to vest in four equal portions on the first four anniversaries of their date of issuance (Jan 29, 2001). 25% of the replacement options issued therefore were vested and exercisable upon issuance and 25% of such replacement options vested and become exercisable on each of July 29, 2003, July 29, 2004 and July 29, 2005.

2. The 80,000 options issued to the reporting person on December 11, 2002 will vest and become exercisable in equal installments on the first four anniversaries of the date of issuance.

	Leonard J. Vicciardo	09/10/2003
	** 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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