| 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 |
|
|||||||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
GENZYME CORP [ GENZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2003 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | ||||||
| Genzyme Biosurgery common stock (GZBX) | 06/30/2003 | J(1) | 4,980 | D | 0 | 0 | D | |||
| Genzyme Biosurgery common stock (GZBX) | 06/30/2003 | J(1) | 497 | D | 0 | 0 | I | By 401(k) | ||
| Genzyme Biosurgery common stock (GZBX) | 06/30/2003 | J(1) | 430 | D | 0 | 0 | I | By 401(k) by spouse | ||
| Genzyme Biosurgery common stock (GZBX) | 06/30/2003 | J(1) | 558 | D | 0 | 0 | I | By Spouse | ||
| Genzyme General common stock (GENZ) | 06/30/2003 | J(1) | 244 | A | 0 | 2,578 | D | |||
| Genzyme General common stock (GENZ) | 06/30/2003 | J(1) | 123 | A | 0 | 2,701 | D | |||
| Genzyme General common stock (GENZ) | 06/30/2003 | 06/30/2003 | M | 25,000 | A | 7.27 | 27,701 | D | ||
| Genzyme General common stock (GENZ) | 06/30/2003 | 06/30/2003 | S(2) | 25,000 | D | 43.11 | 2,701 | D | ||
| Genzyme General common stock (GENZ) | 06/30/2003 | J(1) | 24 | A | 0 | 806 | I | By 401(k) | ||
| Genzyme General common stock (GENZ) | 06/30/2003 | J(1) | 21 | A | 0 | 1,664 | I | By 401(k) by spouse | ||
| Genzyme General common stock (GENZ) | 06/30/2003 | J(1) | 27 | A | 0 | 3,532 | I | By Spouse | ||
| Genzyme General common stock (GENZ) | 06/30/2003 | J(1) | 2 | A | 0 | 3,534 | I | By Spouse | ||
| Genzyme Molecular Oncology common stock (GZMO) | 06/30/2003 | J(1) | 2,181 | D | 0 | 0 | D | |||
| Genzyme Molecular Oncology common stock (GZMO) | 06/30/2003 | J(1) | 5 | D | 0 | 0 | I | By 401(k) | ||
| Genzyme Molecular Oncology common stock (GZMO) | 06/30/2003 | J(1) | 5 | D | 0 | 0 | I | By 401(k) by spouse | ||
| Genzyme Molecular Oncology common stock (GZMO) | 06/30/2003 | J(1) | 42 | D | 0 | 0 | I | By Spouse | ||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Biosurgery NQ stock option (right to buy) | 15.12 | 06/30/2003 | J | 1,131(3) | 06/30/2003 | 12/08/2003 | Genzyme Biosurgery common stock (GZBX) | 1,131 | $0 | 0 | D | ||||
| Biosurgery NQ stock option (right to buy) | 14.1 | 06/30/2003 | J | 452(3) | 12/08/1994(4) | 12/08/2004 | Genzyme Biosurgery common stock (GZBX) | 452 | $0 | 0 | D | ||||
| Biosurgery NQ stock option (right to buy) | 14.17 | 06/30/2003 | J | 5,028(3) | 12/16/1994(5) | 12/16/2004 | Genzyme Biosurgery common stock (GZBX) | 5,028 | $0 | 0 | D | ||||
| Biosurgery NQ stock option (right to buy) | 52.21 | 06/30/2003 | J | 7,448(3) | 06/30/2005 | 12/15/2005 | Genzyme Biosurgery common stock (GZBX) | 7,448 | $0 | 0 | D | ||||
| Biosurgery NQ stock option (right to buy) | 6.69 | 06/30/2003 | J | 8,157(3) | 07/17/2001(6) | 02/09/2011 | Genzyme Biosurgery common stock (GZBX) | 8,157 | $0 | 0 | D | ||||
| Biosurgery NQ stock option (right to buy) | 4.24 | 06/30/2003 | J | 26,700(3) | 05/30/2002(7) | 05/30/2012 | Genzyme Biosurgery common stock (GZBX) | 26,700 | $0 | 0 | D | ||||
| Genzyme General NQ stock option (right to buy) | 305.77 | 06/30/2003 | J | 55(3) | 06/30/2003 | 12/08/2003 | Genzyme General common stock (GENZ) | 55 | $0 | 55 | D | ||||
| Genzyme General NQ stock option (right to buy) | 7.27 | 06/30/2003 | 06/30/2003 | M | 25,000(9) | 06/30/2003 | 12/08/2003 | Genzyme General common stock (GENZ) | 25,000 | $7.27 | 75,000 | D | |||
| Genzyme General NQ stock option (right to buy) | 285.14 | 06/30/2003 | J | 22(3) | 12/08/1994(4) | 12/08/2004 | Genzyme General common stock (GENZ) | 22 | $0 | 22 | D | ||||
| Genzyme General NQ stock option (right to buy) | 286.56 | 06/30/2003 | J | 248(3) | 12/16/1994(5) | 12/16/2004 | Genzyme General common stock (GENZ) | 248 | $0 | 248 | D | ||||
| Genzyme General NQ stock option (right to buy) | 0.00(8) | 06/30/2003 | J | 368(3) | 06/30/2005 | 12/15/2005 | Genzyme General common stock (GENZ) | 368 | $0 | 368 | D | ||||
| Genzyme General NQ stock option (right to buy) | 124.69 | 06/30/2003 | J | 421(3) | 10/16/1997(7) | 10/16/2007 | Genzyme General common stock (GENZ) | 421 | $0 | 421 | D | ||||
| Genzyme General NQ stock option (right to buy) | 124.69 | 06/30/2003 | J | 259(3) | 05/28/1998(7) | 05/28/2008 | Genzyme General common stock (GENZ) | 259 | $0 | 259 | D | ||||
| Genzyme General NQ stock option (right to buy) | 95.84 | 06/30/2003 | J | 1,573(3) | 01/25/2001(10) | 01/25/2009 | Genzyme General common stock (GENZ) | 1,573 | $0 | 1,573 | D | ||||
| Genzyme General NQ stock option (right to buy) | 226.76 | 06/30/2003 | J | 468(3) | 05/25/2000(7) | 05/25/2010 | Genzyme General common stock (GENZ) | 468 | $0 | 468 | D | ||||
| Genzyme General NQ stock option (right to buy) | 135.29 | 06/30/2003 | J | 403(3) | 07/17/2001(6) | 02/09/2011 | Genzyme General common stock (GENZ) | 403 | $0 | 403 | D | ||||
| Genzyme General NQ stock option (right to buy) | 274.32 | 06/30/2003 | J | 505(3) | 05/31/2001(7) | 05/31/2011 | Genzyme General common stock (GENZ) | 505 | $0 | 505 | D | ||||
| Genzyme General NQ stock option (right to buy) | 85.75 | 06/30/2003 | J | 1,320(3) | 05/30/2002(7) | 05/30/2012 | Genzyme General common stock (GENZ) | 1,320 | $0 | 1,320 | D | ||||
| Genzyme General NQ stock option (right to buy) | 41.51 | 06/30/2003 | J | 651(3) | 05/30/2002(7) | 05/30/2012 | Genzyme General common stock (GENZ) | 651 | $0 | 651 | D | ||||
| Genzyme General NQ stock option (right to buy) | 478.27 | 06/30/2003 | J | 634(3) | 03/24/2002(11) | 03/24/2010 | Genzyme General common stock (GENZ) | 634 | $0 | 634 | I | By Spouse | |||
| Genzyme General NQ stock option (right to buy) | 226.76 | 06/30/2003 | J | 228(3) | 05/25/2000(7) | 05/25/2010 | Genzyme General common stock (GENZ) | 228 | $0 | 228 | I | By Spouse | |||
| Molecular Oncology NQ stock option (right to buy) | 7 | 06/30/2003 | J | 7,500(3) | 10/16/1997(12) | 10/16/2007 | Genzyme Molecular Oncology common stock (GZMO) | 7,500 | $0 | 0 | D | ||||
| Molecular Oncology NQ stock option (right to buy) | 7 | 06/30/2003 | J | 4,625(3) | 05/28/1998(7) | 05/28/2008 | Genzyme Molecular Oncology common stock (GZMO) | 4,625 | $0 | 0 | D | ||||
| Molecular Oncology NQ stock option (right to buy) | 5.38 | 06/30/2003 | J | 28,027(3) | 01/25/2001(10) | 01/25/2009 | Genzyme Molecular Oncology common stock (GZMO) | 28,027 | $0 | 0 | D | ||||
| Molecular Oncology NQ stock option (right to buy) | 12.73 | 06/30/2003 | J | 8,345(3) | 05/25/2000 | 05/25/2010 | Genzyme Molecular Oncology common stock (GZMO) | 8,345 | $0 | 0 | D | ||||
| Molecular Oncology NQ stock option (right to buy) | 15.4 | 06/30/2003 | J | 9,000(3) | 05/31/2001(7) | 05/31/2011 | Genzyme Molecular Oncology common stock (GZMO) | 9,000 | $0 | 0 | D | ||||
| Molecular Oncology NQ stock option (right to buy) | 2.33 | 06/30/2003 | J | 11,600(3) | 05/30/2002(7) | 05/30/2012 | Genzyme Molecular Oncology common stock (GZMO) | 11,600 | $0 | 0 | D | ||||
| Molecular Oncology NQ Stock Option (right to buy) | 26.85 | 06/30/2003 | J | 11,302(3) | 03/24/2002(11) | 03/24/2010 | Genzyme Molecular Oncology common stock (GZMO) | 11,302 | $0 | 0 | I | By Spouse | |||
| Molecular Oncology NQ stock option (right to buy) | 12.73 | 06/30/2003 | J | 4,063(3) | 05/25/2000 | 05/25/2010 | Genzyme Molecular Oncology common stock (GZMO) | 4,063 | $0 | 0 | I | By Spouse | |||
| Explanation of Responses: |
| 1. On June 30, 2003 all outstanding shares of Genzyme Biosurgery and Genzyme Molecular stock were exchanged for shares of Genzyme General Stock. Genzyme Biosurgery shareholders received .04914 of a share of Genzyme General stock for each Biosurgery share and Genzyme Molecular Oncology shareholders received .05653 of a share of Genzyme General stock for each Molecular Oncology share. |
| 2. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adpoted by the reporting person on June 16, 2003. |
| 3. On June 30, 2003 in relation to the elimination of Genzyme's tracking stock structure, all stock options of Genzyme Biosurgery and Genzyme Molecular were exchanged for stock options of Genzyme General. The exchange ratio was based on the closing prices of all three stocks on 6/30/03. Genzyme Biosurgery options were exchanged at a rate of .04945 and Genzyme Molecular Oncology options were exchanged at a rate of .05614. |
| 4. Options vest in 1/3 increments on December 8, 1994, March 14, 1996 and March 4, 1997 |
| 5. Options vest in 20% annual increments beginning 12/16/94. |
| 6. Options vest in 25% annual increments on July 17, 2001, 2002, 2003 and 2004. |
| 7. Options vest in 20% annual increments beginning on the original date of grant. |
| 8. These options have a converted exercise price of $1,055.82 per share. |
| 9. The exercise of this stock option resulted in a distribution of 125 shares of Genzyme Biosurgery Division common stock. In connection with the formation of Genzyme Biosurgery in December 2000, shares of Genzyme Tissue Repair were converted at a rate of 0.3352 of a share of Genzyme Biosugery for each share of Genzyme Tissue Repair. The original distribution of Genzyme Tissue Repair was paid on July 22, 1997 to Genzyme General Division stockholders at a rate of 0.015. |
| 10. Options were granted with an exercise price 100% above fair market value, and vest in 1/3 increments on each of Janary 25, 2001, 2002 and 2003. |
| 11. Options vest in 1/3 annual increments beginning on the second year anniversary of the date of grant. |
| 12. Options vest 20% on October 16, 1997 and in 20% annual increments beginning May 16, 1998. |
| By: Susan P. Cogswell, Attorney-in-Fact | 07/02/2003 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||