Edgar Filing: MATRIA HEALTHCARE INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SCOGGINS YVONNE V

2. Issuer Name and Ticker or Trading Symbol
MATRIA HEALTHCARE INC [MATR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP Corporate Finance

(Last)

(First)

(Middle)

1850 PARKWAY PLACE

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2006

(Street)

MARIETTA, GA 30067

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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 ⁽¹⁾	04/21/2006		A		5,000	A	$ 0	5,000	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy) ⁽²⁾

$ 12.37

02/19/2002

2,144

02/19/2006

02/19/2012

Common Stock

2,144

$ 12.37

2,144

Option (right to buy) ⁽³⁾

$ 5.84

03/12/2003

5,459

03/12/2007

03/12/2013

Common Stock

5,459

$ 5.84

5,459

Option (right to buy) ⁽⁴⁾

$ 7.15

04/22/2003

1,800

04/22/2008

04/22/2013

Common Stock

1,800

$ 7.15

1,800

Option (right to buy) ⁽⁵⁾

$ 11.97

09/29/2003

6,000

09/29/2008

09/29/2013

Common Stock

6,000

$ 11.97

6,000

Option (right to buy) ⁽⁶⁾

$ 13.58

12/18/2003

16,806

12/18/2008

12/18/2013

Common Stock

16,806

$ 13.58

16,806

Option (right to buy) ⁽⁷⁾

$ 16.79

08/11/2004

9,000

08/11/2009

08/11/2014

Common Stock

9,000

$ 16.79

9,000

Option (right to buy) ⁽⁸⁾

$ 29.97

06/08/2005

7,500

06/08/2010

06/08/2015

Common Stock

7,500

$ 29.97

7,500

Option (right to buy) ⁽⁹⁾

$ 34.47

07/20/2005

10,000

07/20/2010

07/20/2015

Common Stock

10,000

$ 34.47

10,000

Option (right to buy) ⁽¹⁰⁾

$ 34.67

11/08/2005

10,000

11/08/2008

11/08/2015

Common Stock

10,000

$ 34.67

10,000

Option (right to buy) ⁽¹¹⁾

$ 40.33

01/04/2006

10,000

01/04/2009

01/04/2016

Common Stock

10,000

$ 40.33

10,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCOGGINS YVONNE V 1850 PARKWAY PLACE MARIETTA, GA 30067			SVP Corporate Finance

Signatures

Roberta L. McCaw, Attorney-in-Fact for Yvonne V. Scoggins		04/25/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Grant of restricted stock, which will vest in equal one-third increments over a period of three years upon the achievement of certain performance criteria.
(2)	Shares subject to accelerated vesting based on Matria's performance with full vesting to occur no later than 02/19/2006.
(3)	Granted on 03/12/2003 and vests 20% per annum thereafter.
(4)	Granted on 04/22/2003 and vests 20% per annum thereafter.
(5)	Granted on 09/29/2003 and vests 20% per annum thereafter.
(6)	Granted on 12/18/2003 and vests 20% per annum thereafter.
(7)	Granted on 08/11/2004 and vests 20% per annum thereafter.
(8)	Granted on 06/08/2005 and vests 20% per annum thereafter.
(9)	Granted on 07/20/2005 and vests 20% per annum thereafter.
(10)	Granted on 11/08/2005 and vests 33 1/3% per annum thereafter.
(11)	Granted on 01/04/2006 and vests 33 1/3% per annum thereafter.

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