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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GENESIS HEALTH VENTURES INC /PA [ GHVI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/17/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 09/17/2003 | S | 25,000 | D | $23.68 | 4,001,099 | I | See Footnote(1) | ||
Common Stock | 09/17/2003 | S | 12,500 | D | $23.65 | 3,988,599 | I | See Footnote(1) | ||
Common Stock | 09/17/2003 | S | 12,300 | D | $23.6 | 3,976,299 | I | See Footnote(1) | ||
Common Stock | 09/17/2003 | S | 3,200 | D | $23.643 | 3,973,099 | I | See Footnote(1) | ||
Common Stock | 09/18/2003 | S | 144,568 | D | $23.45 | 3,828,531 | I | See Footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series A Convertible Preferred Stock | $20.33(2) | (2) | (2) | Common Stock | 391,781(3) | 79,649(3) | I | See Footnote(3) | |||||||
Stock Option (right to buy) | $20.33 | (4) | 10/02/2011 | Common Stock | 25,000 | 25,000 | I | See Footnote(4) | |||||||
Stock Option (right to buy) | $16.8 | (4) | 10/02/2012 | Common Stock | 2,500 | 2,500 | I | See Footnote(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The securities reported herein as sold were sold and were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to Genesis Health Ventures, Inc. (the "Company"). Goldman Sachs beneficially owns directly and The Goldman Sachs Group, Inc. ("GS Group") may be deemed to beneficially own indirectly 3,828,531 shares of common stock, par value $.02 per share of the Company. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. |
2. Each share of Series A Convertible Preferred Stock of Genesis Health Ventures, Inc. ("Series A Preferred") is convertible, at any time at the option of the holder, into the number of shares of the Company's common stock which results from dividing (x) the liquidation preference of $100 per each such share plus all accrued and unpaid dividends by (y) the conversion price per share of $20.33. The Series A Preferred accrues dividends at the annual rate of 6% payable in additional shares of Series A Preferred. The Company has the right to convert all of the shares of Series A Preferred to shares of common stock at any time after October 2, 2002, when the average trading price of the Company's common stock over the immediately preceding 30 days is $30.00 or more per share. The Series A Preferred are subject to mandatory redemption on October 2, 2010. |
3. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 79,649 shares of Series A Preferred. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Increase attributed to accrued pay-in-kind dividends on the Series A Preferred. |
4. These options were granted pursuant to the Genesis Health Ventures, Inc. 2001 Stock Option Plan to a managing director of Goldman Sachs, in his capacity as a director of the Issuer. That director has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. The options are immediately exercisable. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. |
s/ Roger S. Begelman, Attorney-in-fact | 09/19/2003 | |
s/ Roger S. Begelman, Attorney-in-fact | 09/19/2003 | |
** 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. |