SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

LAROCHE RICHARD F JR

(Last)

(First)

(Middle)

2103 SHANNON DRIVE

(Street)

MURFREESBORO

37129

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL HEALTHCARE CORP [ NHC ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2009

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, held in trust, subject to life estate								29,523	I	Remainder in GRAT
Common Stock - IRA								1,038	D
Common Stock - Held in my name or my wife's name	04/30/2009		M		10,000⁽¹⁾	A	$27.01	17,000	D
Common Stock - Partnership								255,152	D
Common Stock - Family Partnership								23,638	I	Family Partnership
Common Stock - Family Foundation								8,635	I	Trustee of Family Foundation
Shares of Series A Conv. Preferred Stock by Trustee of GRAT								31,523	I	Remain. in GRAT
Shares of Series A Conv. Preferred Stock - IRA								1,921	D
Shares of Series A Conv. Preferred Stock - LaRoche Family LP								12,113	I	Family Partnership
Shares of Series A Conv. Preferred Stock-LaRoche Enterprises								330,202	D
Shares of Series A Conv. Preferred Stock-Family Foundation								10,480	I	Trustee of Family Foundation

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$27.01	04/30/2009		A		10,000⁽¹⁾		04/30/2009	05/30/2009	Common Stock	10,000	$0	10,000	D
Option to Purchase Common Stock	$27.01	04/30/2009		M			10,000⁽¹⁾	04/20/2004	05/30/2009	Common Stock	10,000	$27.01	0	D
Option to Purchase Common Stock	$32.01							05/03/2005	05/02/2010	Common Stock	15,000		15,000	D
Option to Purchase Common Stock	$44.25							05/03/2006	05/02/2011	Common Stock	15,000		15,000	D
Option to Purchase Common Stock	$52.5							04/24/2007	04/23/2012	Common Stock	13,000		13,000	D
Option to Purchase Common Stock	$51.5							05/01/2008	05/01/2013	Common Stock	15,000		15,000	D

Explanation of Responses:

1. This stock option was originally granted pursuant to the Company's 2002 Stock Option Plan on April 20, 2004 and expired on April 19, 2009. The Reporting Person inadvertently failed to exercise the option prior to such expiration. The Company elected to amend the option to extend the expiration date to May 30, 2009. This amendment may be deemed the grant of a new option. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

Remarks:

	Richard F. LaRoche, Jr.	05/04/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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