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^*

BLAIR HENRY E

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GENZYME CORP [ GENZ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2003

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)
Genzyme Biosurgery common stock (GZBX)	06/30/2003		J⁽¹⁾		4,200	D	0	0	D
Genzyme General common stock (GENZ)	06/30/2003		J⁽¹⁾		206	A	0	15,706	D
Genzyme General common stock (GENZ)	06/30/2003		J⁽¹⁾		717	A	0	16,423	D
Genzyme Molecular Oncology common stock (GZMO)	06/30/2003		J⁽¹⁾		12,701	D	0	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)
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)
Biosurgery DOP stock option (right to buy)	14.17	06/30/2003		J			1,676⁽²⁾	12/16/1994	12/16/2004	Genzyme Biosurgery common stock (GZBX)	1,676	$0	0	D
Biosurgery DOP stock option (right to buy)	17.9	06/30/2003		J			2,606⁽²⁾	05/28/1998⁽³⁾	05/18/2005	Genzyme Biosurgery common stock (GZBX)	2,606	$0	0	D
Biosurgery DOP stock option (right to buy)	19.39	06/30/2003		J			4,264⁽²⁾	05/28/2001⁽³⁾	05/28/2008	Genzyme Biosurgery common stock (GZBX)	4,264	$0	0	D
Biosurgery DOP stock option (right to buy)	11.04	06/30/2003		J			4,848⁽²⁾	05/25/2000⁽⁴⁾	08/26/2009	Genzyme Biosurgery common stock (GZBX)	4,848	$0	0	D
Biosurgery DOP stock option (right to buy)	6.69	06/30/2003		J			4,000⁽²⁾	05/31/2001	02/09/2011	Genzyme Biosurgery common stock (GZBX)	4,000	$0	0	D
Biosurgery DOP stock option (right to buy)	6.26	06/30/2003		J			18,000⁽²⁾	05/31/2003⁽³⁾	05/31/2011	Genzyme Biosurgery common stock (GZBX)	18,000	$0	0	D
Genzyme General DOP stock option (right to buy)	286.56	06/30/2003		J		82⁽²⁾		12/16/1994	12/16/2004	Genzyme General common stock (GENZ)	82	$0	82	D
Genzyme General DOP stock option (right to buy)	361.99	06/30/2003		J		128⁽²⁾		05/18/1996⁽³⁾	05/18/2005	Genzyme General common stock (GENZ)	128	$0	128	D
Genzyme General DOP stock option (right to buy)	124.69	06/30/2003		J		151⁽²⁾		05/18/1997	06/18/2007	Genzyme General common stock (GENZ)	151	$0	151	D
Genzyme General DOP stock option (right to buy)	392.12	06/30/2003		J		210⁽²⁾		05/26/1999	05/28/2008	Genzyme General common stock (GENZ)	210	$0	210	D
Genzyme General DOP stock option (right to buy)	124.69	06/30/2003		J		663⁽²⁾		05/26/1999⁽³⁾	05/28/2008	Genzyme General common stock (GENZ)	663	$0	663	D
Genzyme General DOP stock option (right to buy)	223.26	06/30/2003		J		239⁽²⁾		05/25/2000⁽⁵⁾	08/26/2009	Genzyme General common stock (GENZ)	239	$0	239	D
Genzyme General DOP stock option (right to buy)	135.29	06/30/2003		J		197⁽²⁾		05/31/2001	02/09/2011	Genzyme General common stock (GENZ)	197	$0	197	D
Genzyme General DOP stock option (right to buy)	274.32	06/30/2003		J		1,010⁽²⁾		05/30/2002	05/31/2011	Genzyme General common stock (GENZ)	1,010	$0	1,010	D
Genzyme General DOP stock option (right to buy)	126.6	06/30/2003		J		890⁽²⁾		05/31/2002⁽³⁾	05/31/2011	Genzyme General common stock (GENZ)	890	$0	890	D
Molecular Oncology DOP stock option (right to buy)	7	06/30/2003		J			2,700⁽²⁾	06/18/1997	06/18/2007	Genzyme Molecular Oncology common stock (GZMO)	2,700	$0	0	D
Molecular Oncology DOP stock option (right to buy)	7	06/30/2003		J			11,812⁽²⁾	05/26/1999⁽³⁾	05/28/2008	Genzyme Molecular Oncology common stock (GZMO)	11,812	$0	0	D
Molecular Oncology DOP stock option (right to buy)	15.4	06/30/2003		J			18,000⁽²⁾	05/31/2002⁽³⁾	05/31/2011	Genzyme Molecular Oncology common stock (GZMO)	18,000	$0	0	D

Explanation of Responses:

1. On June 30, 2003 all outstanding shares of Genzyme Biosurgery and Genzyme Molecular stock were exchanged for shares of Genzyme General Stock. Genzyme Biosurgery shareholders received .04914 of a share of Genzyme General stock for each Biosurgery share and Genzyme Molecular Oncology shareholders received .05653 of a share of Genzyme General stock for each Molecular Oncology share.

2. On June 30, 2003 in relation to the elimination of Genzyme's tracking stock structure, all stock options of Genzyme Biosurgery and Genzyme Molecular were exchanged for stock options of Genzyme General. The exchange ratio was based on the closing prices of all three stocks on 6/30/03. Genzyme Biosurgery options were exchanged at a rate of .04945 and Genzyme Molecular Oncology options were exchanged at a rate of .05614.

3. Options vest in 1/3 annual increments on the dates of the next three annual meetings of shareholders following the original date of grant.

4. Options vest in 1/3 annual increments for 3 years beginning 5/25/00.

5. Options vest in 50% increments on May 25, 2000 and May 25, 2001.

	By: Susan P. Cogswell, Attorney-in-Fact	07/01/2003
	** Signature of Reporting Person	Date
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