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*
VAN HEEK G JAN

(Last) (First) (Middle)
GENZYME CORPORATION
ONE KENDALL SQUARE

(Street)
CAMBRIDGE MA 021391562

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
10/17/2003
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)
Code V Amount (A) or (D) Price
Genzyme General common stock (GENZ) 10/17/2003 M 12,950 A $13.78 17,244 D
Genzyme General common stock (GENZ) 10/17/2003 M 60,000 A $29.44 77,244 D
Genzyme General common stock (GENZ) 10/17/2003 M 34,183 A $26.5 111,427 D
Genzyme General common stock (GENZ) 10/17/2003 M 5,266 A $15.31 116,693 D
Genzyme General common stock (GENZ) 10/17/2003 S 112,399 D $50.36 4,294(1) D
Genzyme General common stock (GENZ) 10/17/2003 M 2,034 A $15.31 7,182 I By Spouse
Genzyme General common stock (GENZ) 10/17/2003 M 10,000 A $19.06 17,182 I By Spouse
Genzyme General common stock (GENZ) 10/17/2003 M 1,568 A $20.59 18,750 I By Spouse
Genzyme General common stock (GENZ) 10/17/2003 M 40,000 A $29.03 58,750 I By Spouse
Genzyme General common stock (GENZ) 10/17/2003 M 71,240 A $30.98 129,990 I By Spouse
Genzyme General common stock (GENZ) 10/17/2003 M 20,800 A $26.5 150,790 I By Spouse
Genzyme General common stock (GENZ) 10/17/2003 M 10,800 A $46.24 161,590 I By Spouse
Genzyme General common stock (GENZ) 10/17/2003 M 145 A $41.51 161,735 I By Spouse
Genzyme General common stock (GENZ) 10/17/2003 M 39,423 A $32.52 201,158 I By Spouse
Genzyme General common stock (GENZ) 10/17/2003 S 196,010 D $50.36 5,148 I By Spouse
Genzyme General common stock (GENZ) 10/17/2003 M 3,897 A $32.52 9,045 I By Spouse
Genzyme General common stock (GENZ) 10/17/2003 M 9,106 A $20.59 18,151 I By Spouse
Genzyme General common stock (GENZ) 10/17/2003 M 6,220 A $13.78 24,371(2) I By Spouse
Genzyme General common stock (GENZ) 816 I By 401(k)
Genzyme General common stock (GENZ) 1,665 I By 401(k) by spouse
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
Genzyme General ISO stock option (right to buy) $15.31 10/17/2003 M 5,266 10/16/1997 10/16/2007 Genzyme General common stock (GENZ) 5,266 $0 0 D
Genzyme General ISO stock option (right to buy) $13.78 10/17/2003 M 6,220 05/28/1998 05/28/2008 Genzyme General common stock (GENZ) 6,220 $0 0 I By Spouse
Genzyme General ISO stock option (right to buy) $20.59 10/17/2003 M 9,106 05/26/1999 05/26/2009 Genzyme General common stock (GENZ) 9,106 $0 0 I By Spouse
Genzyme General ISO stock option (right to buy) $32.52 10/17/2003 M 3,897 05/30/2003 05/30/2012 Genzyme General common stock (GENZ) 3,897 $0 6,150(3) I By Spouse
Genzyme General NQ stock option (right to buy) $13.78 10/17/2003 M 12,950 05/28/2002 05/28/2008 Genzyme General common stock (GENZ) 12,950 $0 0 D
Genzyme General NQ stock option (right to buy) $29.44 10/17/2003 M 60,000 01/25/2001(4) 01/25/2009 Genzyme General common stock (GENZ) 60,000 $0 116,660 D
Genzyme General NQ stock option (right to buy) $26.5 10/17/2003 M 34,183 05/25/2000 05/25/2010 Genzyme General common stock (GENZ) 34,183 $0 8,545 D
Genzyme General NQ stock option (right to buy) $15.31 10/17/2003 M 2,034 10/16/1997 10/16/2007 Genzyme General common stock (GENZ) 2,034 $0 0 I By Spouse
Genzyme General NQ stock option (right to buy) $19.06 10/17/2003 M 10,000 07/30/2001 10/15/2008 Genzyme General common stock (GENZ) 10,000 $0 0 I By Spouse
Genzyme General NQ stock option (right to buy) $20.59 10/17/2003 M 1,568 05/26/1999 05/26/2009 Genzyme General common stock (GENZ) 1,568 $0 0 I By Spouse
Genzyme General NQ stock option (right to buy) $29.03 10/17/2003 M 40,000 08/09/2001 08/19/2009 Genzyme General common stock (GENZ) 40,000 $0 0 I By Spouse
Genzyme General NQ stock option (right to buy) $30.98 10/17/2003 M 71,240 03/24/2002 03/24/2010 Genzyme General common stock (GENZ) 71,240 $0 0 I By Spouse
Genzyme General NQ stock option (right to buy) $26.5 10/17/2003 M 20,800 05/25/2000 05/25/2010 Genzyme General common stock (GENZ) 20,800 $0 0 I By Spouse
Genzyme General NQ stock option (right to buy) $41.51 10/17/2003 M 145 05/30/2002 05/30/2012 Genzyme General common stock (GENZ) 145 $0 0(3) I By Spouse
Genzyme General NQ stock option (right to buy) $32.52 10/17/2003 M 39,423 05/30/2002 05/30/2012 Genzyme General common stock (GENZ) 39,423 $0 22,730(3) I By Spouse
Genzyme General NQ Stock Option (right to buy) $46.24 10/17/2003 M 10,800 05/29/2003 05/29/2013 Genzyme General common stock (GENZ) 10,800 $0 16,200(3) I By Spouse
Genzyme General ISO stock option (right to buy) $32.52 05/30/2003 05/30/2012 Genzyme General common stock (GENZ) 15,375 15,375 D
Genzyme General NQ stock option (right to buy) $41.51 05/30/2002 05/30/2012 Genzyme General common stock (GENZ) 651 651 D
Genzyme General NQ stock option (right to buy) $32.52 05/30/2002 05/30/2012 Genzyme General common stock (GENZ) 177,225 177,225 D
Genzyme General NQ Stock Option (right to buy) $46.24 05/29/2003 05/29/2013 Genzyme General common stock (GENZ) 90,000 90,000 D
Explanation of Responses:
1. Includes 772 shares purchased from the issuer's Employee Stock Purchase Plan on October 6, 2003.
2. Includes 807 shares purchased from the issuer's Employee Stock Purchase Plan on October 6, 2003.
3. These remaining options were unvested and cancelled as of 10/03/03 due to Ms. van Heek's termination of employment.
4. Options were granted with an exercise price 20% above fair market value, and vest in 1/3 increments on each of January 25, 2001, 2002 and 2003.
Remarks:
By: Susan P. Cogswell, Attorney-in-Fact 10/21/2003
** 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).
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.