SEC Form 4 · accession 0001179022-15-000020

GENTIVA HEALTH SERVICES INC · GTIV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Feb 2, 2015

Accepted (ET)

Feb 4, 2015 · 4:24 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001096142

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Feb 2, 2015	D	53,563	—	D	D
Common Stock^F1	Feb 2, 2015	D	1,400	—	D	I	by spouse's trust
Common Stock^F1	Feb 2, 2015	D	25	—	D	I	by spouse

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Stock Units^F2,F3	$0.00	Feb 2, 2015	D	43,938	D	—	—	Common Stock	43,938	0	D

F1On 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"). Pursuant to the Merger Agreement, on February 02, 2015, the effective date of the Merger, each share of common stock 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").
F2On February 2, 2015, the effective date of the Merger, each common stock unit of Gentiva Health Services, Inc. was exchanged for the Merger Consideration, subject to withholding taxes.
F3The common stock units are convertible upon the date of termination of service to the Issuer.