0001179022-15-000014.txt : 20150204 0001179022-15-000014.hdr.sgml : 20150204 20150204162140 ACCESSION NUMBER: 0001179022-15-000014 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: Causby David A CENTRAL INDEX KEY: 0001520571 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15669 FILM NUMBER: 15575759 MAIL ADDRESS: STREET 1: 3350 RIVERWOOD PARKWAY SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30339 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-02-02 1 0001096142 GENTIVA HEALTH SERVICES INC GTIV 0001520571 Causby David A 3350 RIVERWOOD PKWY, SUITE 1400 ATLANTA GA 30339 0 1 0 0 Pres. & Ch. Operating Officer Common stock 2015-02-02 4 D 0 170705.871 D 0 D Employee stock option (right to buy) 11.46 2015-02-02 4 D 0 15400 0 D 2020-02-19 Common stock 15400 0 D Employee stock option (right to buy) 10.89 2015-02-02 4 D 0 44000 0 D 2021-02-19 Common stock 44000 0 D Employee stock option (right to buy) 19.52 2015-02-02 4 D 0 8000 0 D 2017-01-05 Common stock 8000 0 D Employee stock option (right to buy) 26.43 2015-02-02 4 D 0 25000 0 D 2019-02-03 Common stock 25000 0 D Employee stock option (right to buy) 25.61 2015-02-02 4 D 0 9700 0 D 2017-01-06 Common stock 9700 0 D Employee stock option (right to buy) 26.58 2015-02-02 4 D 0 16600 0 D 2018-01-05 Common stock 16600 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) 62,505.871 shares held directly by the reporting person, (ii) 34,400 shares of restricted stock that vested 100% as a result of the Merger, and (iii) 73,800 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 $1,070,100 and 18,967 Kindred restricted shares. Pursuant to the Amended and Restated Employment Agreement, dated as of February 1, 2015, between Kindred Healthcare Operating, Inc., a Delaware corporation, Kindred and David A. Causby (the "Employment Agreement"), each Kindred restricted cash award and Kindred (cont'd) restricted share award received by Mr. Causby in connection with the transactions described herein, shall be subject to immediate, automatic, and full accelerated vesting without any further action by any party in the event Mr. Causby's employment with Kindred is terminated (i) by Kindred for any reason (including Cause, as defined in the Employment Agreement), (ii) Mr. Causby for Good Reason, as defined in the Employment Agreement, or (iii) by reason of Mr. Causby's death or Disability, as defined in the Employment Agreement. Pursuant to the Employment Agreement, at the effective time 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 (each, an "In-the-Money Option"), that is or will become vested as a result of the Merger, was canceled and, in lieu of the treatment of such In-the-Money Option contemplated under the Merger Agreement, Mr. Causby received a one-time grant of 135,940 restricted stock units of Kindred; and (ii) unvested In-the-Money Options were canceled. Pursuant to the Merger Agreement, on February 2, 2015, the effective date of the Merger, each Issuer option that was outstanding immediately prior to the (cont'd) 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) and (b) the Cash Consideration 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