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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2010

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	08/04/2010		D		853,445⁽¹⁾	D	⁽²⁾	0	D
Common Stock	08/04/2010		D		95,023	D	⁽³⁾	0	I	Held through GRAT⁽⁴⁾
Common Stock	08/04/2010		D		81,815	D	⁽³⁾	0	I	Held through GRAT⁽⁵⁾
Common Stock	08/04/2010		D		414,957	D	⁽⁶⁾	0	I	Held through GRAT⁽⁷⁾

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)	$16.92	08/04/2010		D			121,439	⁽⁸⁾	01/04/2017	Common Stock	121,439	⁽⁹⁾	0	D
Stock Option (right to buy)	$37.21	08/04/2010		D			57,914	⁽¹⁰⁾	07/02/2017	Common Stock	57,914	⁽¹¹⁾	0	D
Stock Option (right to buy)	$32.55	08/04/2010		D			36,206	⁽¹²⁾	01/18/2018	Common Stock	36,206	⁽¹¹⁾	0	D
Stock Option (right to buy)	$28.66	08/04/2010		D			69,788	⁽¹³⁾	06/11/2018	Common Stock	69,788	⁽¹¹⁾	0	D
Stock Option (right to buy)	$10.82	08/04/2010		D			135,405	⁽⁸⁾	01/15/2019	Common Stock	135,405	⁽⁹⁾	0	D

Explanation of Responses:

1. Includes 70,483 shares of unvested restricted stock that accelerated as a result of the merger transaction specified in note 2 below.

2. Disposed of pursuant to the Agreement and Plan of Merger, dated May 6, 2010 (as amended) (the "Merger Agreement"), by and among inVentiv Group Holdings, Inc. (formerly Papillon Holdings, Inc.), inVentiv Acquisition, Inc. (formerly Papillon Acquisition, Inc.) and inVentiv Health, Inc. 146,342 shares were disposed of in exchange for cash consideration equal to $26.05 per share on the effective date of the merger. 707,103 shares were disposed of in exchange for shares of inVentiv Group Holdings, Inc. valuing the shares disposed of at $26.05 per share. These transactions are exempt under Rule 16b-3(e).

3. Disposed of pursuant to the Merger Agreement in exchange for cash consideration equal to $26.05 per share on the effective date of the merger.

4. Shares held indirectly through the R. Blane Walter Grantor Retained Annuity Trust 5 dated August 14, 2008, which reflects a distribution of 263,841 shares to the reporting person on March 29, 2010.

5. Shares held indirectly through the R. Blane Walter Grantor Retained Annuity Trust 7 dated October 15, 2008, which reflects a distribution of 36,011 shares to the reporting person on March 29, 2010.

6. Disposed of pursuant to the Merger Agreement. 352,829 shares were disposed of in exchange for cash consideration equal to $26.05 per share on the effective date of the merger. 62,128 shares were disposed of in exchange for shares of inVentiv Group Holdings, Inc. valuing the shares disposed of at $26.05 per share. These transactions are exempt under Rule 16b-3(e).

7. Shares held indirectly through the R. Blane Walter Grantor Retained Annuity Trust 8 dated April 14, 2009, which reflects a distribution of 85,043 shares to the reporting person on March 29, 2010.

8. Option became fully-vested and exercisable at the effective time of the merger.

9. Option cancelled pursuant to the merger in exchange for cash consideration payable on the effective date of the merger equal to the difference between $26.05 and the exercise price of the option multiplied by the number of underlying shares. This transaction is exempt under Rule 16b-3(e).

10. Exercisable as to 43,436 shares as of 7/2/2010.

11. Option cancelled for no consideration.

12. Exercisable as to 18,103 shares as of 1/18/2010.

13. Exercisable as to 34,894 shares as of 6/11/2010.

	/s/ Blane Walter	08/04/2010
	** 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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