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 |
|
|||||||||||||||
|
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
GENTIVA HEALTH SERVICES INC [ GTIV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 02/02/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Common stock | 02/02/2015 | D | 170,705.871(1) | D | (2)(3) | 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 | ||||||||
Employee stock option (right to buy)(4)(5) | $11.46 | 02/02/2015 | D | 15,400 | (6) | 02/19/2020 | Common stock | 15,400 | $0 | 0 | D | ||||
Employee stock option (right to buy)(4)(5) | $10.89 | 02/02/2015 | D | 44,000 | (7) | 02/19/2021 | Common stock | 44,000 | $0 | 0 | D | ||||
Employee stock option (right to buy)(4)(5) | $19.52 | 02/02/2015 | D | 8,000 | (8) | 01/05/2017 | Common stock | 8,000 | $0 | 0 | D | ||||
Employee stock option (right to buy)(4)(5) | $26.43 | 02/02/2015 | D | 25,000 | (8) | 02/03/2019 | Common stock | 25,000 | $0 | 0 | D | ||||
Employee stock option (right to buy)(4)(5) | $25.61 | 02/02/2015 | D | 9,700 | (8) | 01/06/2017 | Common stock | 9,700 | $0 | 0 | D | ||||
Employee stock option (right to buy)(4)(5) | $26.58 | 02/02/2015 | D | 16,600 | (8) | 01/05/2018 | Common stock | 16,600 | $0 | 0 | D |
Explanation of Responses: |
1. 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. |
2. 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 |
3. (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. |
4. 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 |
5. (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. |
6. The options vest in three equal annual installments beginning on the first anniversary of the date of grant, which was February 19, 2013 |
7. The options vest in three equal annual installments beginning on the first anniversary of the date of grant, which was February 19, 2014. |
8. The options are fully vested and exercisable. |
Remarks: |
David Brown, by power of attorney | 02/04/2015 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |