SEC Form 4 · accession 0001179022-15-000027

GENTIVA HEALTH SERVICES INC · GTIV

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

Reporting owner

Rodney D Windley

Officer — Executive Chairman · Director

Period of report

Feb 2, 2015

Accepted (ET)

Feb 4, 2015 · 4:27 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	54,345	—	D	D
Common Stock^F1	Feb 2, 2015	D	348,689	—	D	I	by Rodney D. Windley Revocable Trust UAD 4/4/08, Rodney D. Windley Trustee
Common Stock^F1	Feb 2, 2015	D	112,269	—	D	I	by trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee stock option (right to buy)^F2,F3,F4	$10.24	Feb 2, 2015	D	250,000	D	—	Apr 4, 2020	Common stock	250,000	D
Employee stock option (right to buy)^F2,F3,F4	$10.89	Feb 2, 2015	D	375,000	D	—	Feb 19, 2021	Common stock	375,000	D
Common Stock Units^F5,F6	$0.00	Feb 2, 2015	D	35,415	D	—	—	Common Stock	35,415	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"). On February 02, 2015, the effective date of the Merger, each share held by the reporting person 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").
F2Pursuant to the Merger Agreement, on February 2, 2015, the effective date of the Merger, (i) each Issuer option that was outstanding immediately prior to the effective time with a per share exercise price below the sum of (a) the value of the Stock Consideration (based on the average closing price per share of Kindred common stock on the New York Stock Exchange for the ten consecutive trading days ending immediately prior to the closing date of the Merger (the "Kindred Closing Price")) and (b) the Cash Consideration, that is or will become vested as a result of the Merger, was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration less the exercise price, subject to withholding taxes; and (ii) each Issuer option that was outstanding immediately prior to the effective time with a per share exercise price at or above the sum of (a) the value of the Stock Consideration (based on the Kindred Closing Price) and
F3(cont'd) (b) the Cash Consideration or that will not vest as a result of the Merger was converted into an option to purchase a number of shares of Kindred common stock determined by multiplying the number of shares of Gentiva common stock subject to such Gentiva option by a fraction, the numerator of which is the sum of (A) the product of the Stock Consideration multiplied by the Kindred Closing Price and (B) the Cash Consideration and the denominator of which is the Kindred Closing Price.
F4The options vest in three equal installments as follows: (1) 1/3 of the options vests at any time after the grant date that the 30-day average closing price of the Issuer's common stock equals or exceeds $14.00 per share, provided that the reporting person's service with the Issuer has not terminated before the first anniversary of the grant date; (2) 1/3 of the options vests at any time after the grant date that the 30-day average closing price of the Issuer's common stock equals or exceeds $16.00 per share, provided that the reporting person's service with the Issuer has not terminated before the second anniversary of the grant date; and (3) 1/3 of the options vests at any time after the grant date that the 30-day average closing price of the Issuer's common stock equals or exceeds $18.00 per share, provided that the reporting person's service with the Issuer has not terminated before the third anniversary of the grant date, which was 4/4/2013.
F5On 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.
F6The common stock units are convertible upon the date of termination of service to the Issuer.