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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 3.75 | 06/07/2002 | 06/07/2011 | Class A Common Stock | 480,000 | 330,668 | D | ||||||||
Employee Stock Option (right to buy) | $ 3.75 | 03/06/2008 | 03/06/2008 | U | 165,334 (2) | 06/07/2002 | 03/06/2008(3) | Class A Common Stock | 165,334 (3) | $ 8.6 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SLAGER RICHARD R C/O VISTACARE, INC. 4800 N. SCOTTSDALE RD., SUITE 5000 SCOTTSDALE, AZ 85251 |
X | Chairman, President & CEO |
Matthew Holman, Attorney-in-Fact | 03/07/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | For tender of restricted shares: Under the Merger Agreement, each award of restricted common stock granted under the Issuer stock plans, together with the associated rights, automatically vests in full immediately prior to the date on which Purchaser accepts for payment all Shares validly tendered pursuant to the tender offer and may be tendered in the tender offer at the Offer Price. |
(2) | Includes reduction of beneficial options by 165,334 shares pursuant to Divorce Decree Settlement Agreement dated August 30, 2007. |
(3) | For options that vest at the Effective Time: Under the Merger Agreement, each outstanding stock option of the Issuer ("Stock Option") that remains outstanding immediately prior to the effective time ("Effective Time") of the merger between Purchaser and Issuer (the "Merger") vests in full, is automatically cancelled and entitles the holder thereof to a cash payment by the surviving corporation of the Merger. The amount payable for each such Stock Option is equal to (i) the excess, if any, of (x) the Offer Price over (y) the exercise price per Share subject to such Stock Option, multiplied by (ii) the total number of Shares subject to the Stock Option immediately prior to the Effective Time |