0001179022-15-000013.txt : 20150204
0001179022-15-000013.hdr.sgml : 20150204
20150204162117
ACCESSION NUMBER: 0001179022-15-000013
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150202
FILED AS OF DATE: 20150204
DATE AS OF CHANGE: 20150204
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GENTIVA HEALTH SERVICES INC
CENTRAL INDEX KEY: 0001096142
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082]
IRS NUMBER: 364335801
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3350 RIVERWOOD PARKWAY
STREET 2: SUITE 1400
CITY: ATLANTA
STATE: GA
ZIP: 30339
BUSINESS PHONE: 7709516450
MAIL ADDRESS:
STREET 1: 3350 RIVERWOOD PARKWAY
STREET 2: SUITE 1400
CITY: ATLANTA
STATE: GA
ZIP: 30339
FORMER COMPANY:
FORMER CONFORMED NAME: OLSTEN HEALTH SERVICES HOLDING CORP
DATE OF NAME CHANGE: 19991001
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Camperlengo John N
CENTRAL INDEX KEY: 0001342662
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15669
FILM NUMBER: 15575751
MAIL ADDRESS:
STREET 1: 3 HUNTINGTON QUADRANGLE 2S
CITY: MELVILLE
STATE: NY
ZIP: 11747
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2015-02-02
1
0001096142
GENTIVA HEALTH SERVICES INC
GTIV
0001342662
Camperlengo John N
3350 RIVERWOOD PKWY, SUITE 1400
ATLANTA
GA
30339
0
1
0
0
SVP, General Counsel & Secty
Common stock
2015-02-02
4
D
0
168387.731
D
0
D
Employee stock option (right to buy)
11.46
2015-02-02
4
D
0
14466
0
D
2020-02-19
Common stock
14466
0
D
Employee stock option (right to buy)
10.89
2015-02-02
4
D
0
25600
0
D
2021-02-19
Common stock
25600
0
D
Employee stock option (right to buy)
26.43
2015-02-02
4
D
0
30000
0
D
2019-02-03
Common stock
30000
0
D
Employee stock option (right to buy)
25.61
2015-02-02
4
D
0
14300
0
D
2017-01-06
Common stock
14300
0
D
Employee stock option (right to buy)
26.58
2015-02-02
4
D
0
15600
0
D
2018-01-05
Common stock
15600
0
D
On February 2, 2015, Kindred Healthcare, Inc., a Delaware corporation ("Kindred"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger between the Issuer, Kindred and Kindred Healthcare Development 2, Inc., a Delaware corporation and a wholly-owned subsidiary of Kindred ("Merger Sub"), dated as of October 9, 2014 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Kindred (the "Merger"). The number reported consists of the following: (i) 83,188 shares held directly by the reporting person, (ii) 32,400 shares of restricted stock that vested 100% as a result of the Merger, and (iii) 52,800 shares of restricted stock that did not vest as a result of the Merger. The Merger is more fully described in the Issuer's proxy statement/prospectus, dated December 18, 2014.
Pursuant to the Merger Agreement, on February 02, 2015, the effective date of the Merger, (i) each share held by the reporting person was exchanged for $14.50 in cash, without interest (the "Cash Consideration"), and 0.257 of a share of Kindred common stock (the "Stock Consideration" and together with the Cash Consideration, the "Merger Consideration"); (ii) each share of restricted stock that vested as a result of the Merger was exchanged for the Merger Consideration, subject to withholding taxes; and (iii) each share of restricted stock that did not vest as a result of the Merger received merger consideration in the form of a Kindred restricted cash award in the amount of the Cash Consideration and Kindred restricted shares in the amount of the Stock Consideration.
Pursuant to the Merger Agreement, on February 2, 2015, the effective date of the Merger, (i) each Issuer option that was outstanding immediately prior to the effective time with a per share exercise price below the sum of (a) the value of the Stock Consideration (based on the average closing price per share of Kindred common stock on the New York Stock Exchange for the ten consecutive trading days ending immediately prior to the closing date of the Merger (the "Kindred Closing Price")) and (b) the Cash Consideration, that is or will become vested as a result of the Merger, was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration less the exercise price, subject to withholding taxes; and (ii) each Issuer option that was outstanding immediately prior to the effective time with a per share exercise price at or above the sum of (a) the value of the Stock Consideration (based on the Kindred Closing Price)
(cont'd) and (b) the Cash Consideration or that will not vest as a result of the Merger was converted into an option to purchase a number of shares of Kindred common stock determined by multiplying the number of shares of Gentiva common stock subject to such Gentiva option by a fraction, the numerator of which is the sum of (A) the product of the Stock Consideration multiplied by the Kindred Closing Price and (B) the Cash Consideration and the denominator of which is the Kindred Closing Price.
The options vest in three equal annual installments beginning on the first anniversary of the date of grant, which was February 19, 2013.
The options vest in three equal annual installments beginning on the first anniversary of the date of grant, which was February 19, 2014.
The options are fully vested and exercisable.
David Brown, by power of attorney
2015-02-04