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^*

Walter Blane

(Last)

(First)

(Middle)

C/O INVENTIV HEALTH, INC.

500 OLDE WORTHINGTON ROAD

(Street)

WESTERVILLE

43082

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INVENTIV HEALTH INC [ vtiv ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, inVentiv Health, Inc.

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2009

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	01/15/2009		A		30,807⁽¹⁾	A	$10.82⁽²⁾	66,462	D
Common Stock								267,860	I	Held through GRAT⁽³⁾
Common Stock								584,272	I	Held through GRAT⁽⁴⁾
Common Stock								134,967	I	Held through GRAT⁽⁵⁾

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)
Stock option (right to buy)	$10.82	01/15/2009		A		135,405		⁽⁶⁾	01/15/2019	Common Stock	135,405	$10.82	299,313⁽⁷⁾	D

Explanation of Responses:

1. The reporting person was granted 30,807 restricted shares on January 15, 2009. These shares will vest in equal installments on the first four anniversaries of the grant date, provided the reporting person continues to be employed by the Company through such dates.

2. The price of the securities represents the closing price on the date of issuance. No consideration has been, or will be, received from the reporting person as result of granting, or upon vesting, of these shares.

3. The reporting person holds 267,860 shares indirectly through the R. Blane Walter Grantor Retained Annuity Trust 4 dated November 14, 2007.

4. The reporting person holds 584,272 shares indirectly through the R. Blane Walter Grantor Retained Annuity Trust 5 dated August 14, 2008.

5. The reporting person holds 134,967 shares indirectly through the R. Blane Walter Grantor Retained Annuity Trust 7 dated October 15, 2008. Prior to October 15, 2008, such shares were held directly by the reporting person.

6. The options issued to the reporting person on January 15, 2009 will vest and become exercisable in equal installments on the first four anniversaries of the grant date provided the reporting person continues to be employed by the Company on such dates.

7. The derivative securities beneficial ownership reported in column 9 includes all options held by the reporting person following the reported transactions irrespective of class. The number of securities in the reported class is 135,405.

	R. Blane Walter	01/20/2009
	** 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).
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.