SEC Form 4 · accession 0001179022-15-000023
GENTIVA HEALTH SERVICES INC · GTIV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip R Lochner
Director
Period of report
Feb 2, 2015
Accepted (ET)
Feb 4, 2015 · 4:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001096142
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock UnitsF1,F2 | $0.00 | Feb 2, 2015 | D | 43,938 | D | — | — | Common Stock | 43,938 | 0 | D |
Explanation of responses
- 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 common stock unit of Gentiva Health Services, Inc. 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"), subject to withholding taxes.
- F2The common stock units are convertible upon the date of termination of service to the Issuer.