SEC FORM 4

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^*

BURNHAM RICHARD R

(Last)

(First)

(Middle)

717 N. HARWOOD, SUITE 1500

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ODYSSEY HEALTHCARE INC [ ODSY ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	08/22/2003		S		500⁽¹⁾	D	$30.64	482,432⁽¹⁾	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)
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)	Code	V	(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)
Employee Stock Option (Right to Buy)	$15.1533⁽¹⁾							⁽²⁾	12/09/2012	Common Stock	⁽¹⁾		198,756⁽¹⁾	D
Employee Stock Option (Right to Buy)	$7.1866⁽¹⁾							⁽³⁾	11/16/2011	Common Stock	⁽¹⁾		196,893⁽¹⁾	D
Employee Stock Option (Right to Buy)	$0.4466⁽¹⁾							⁽⁴⁾	07/15/2008	Common Stock	⁽⁵⁾		14,143⁽¹⁾	D
Employee Stock Option (Right to Buy)	$0.4466⁽¹⁾							⁽⁶⁾	01/25/2010	Common Stock	⁽⁵⁾		117,213⁽¹⁾	D
Employee Stock Option (Right to Buy)	$1.38⁽¹⁾							⁽⁷⁾	01/31/2011	Common Stock	⁽⁵⁾		41,625⁽¹⁾	D

Explanation of Responses:

1. Reflects 50% stock dividend distributed on August 12, 2003 to stockholders of record on July 28, 2003.

2. 1/48th of the stock options become exercisable on the 9th of each month, commencing January 9, 2003, with all stock options becoming fully exercisable on December 9, 2006.

3. 1/48th of the stock options become exercisable on the 16th of each month, commencing December 9, 2001, with all stock options becoming fully exercisable on November 16, 2005.

4. 20% of the stock options became exercisable on July 15, 1999, and 1/60th of the stock options become exercisable on the 15th of each month thereafter, commencing August 15, 1999, with all stock options becoming fully exercisable on July 15, 2003.

5. Upon the exercise of one stock option, the option holder will receive one share of common stock.

6. 20% of the stock options became exercisable on January 25, 2001, and 1/60th of the stock options become exercisable on the 25th of each month thereafter, commencing February 25, 2001, with all stock options becoming fully exercisable on January 25, 2005.

7. 20% of the stock options became exercisable on January 31, 2002, and 1/60th of the stock options become exercisable on the last day of each month thereafter, commencing February 28, 2002, with all stock options becoming fully exercisable on January 31, 2006.

Remarks:

	/s/ Douglas B. Cannon, by power of attorney	08/26/2003
	** 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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