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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Weaver Charlotte A (Last) (First) (Middle) 3350 RIVERWOOD PKWY., SUITE 1400 (Street) ATLANTA GA 30339 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GENTIVA HEALTH SERVICES INC [ GTIV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. VP, Chief Clinical Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/02/2015
	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)
			Code	V	Amount	(A) or (D)	Price
Common stock	02/02/2015		D		99,787(1)	D	(2)	0	D

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
Employee stock option (right to buy)(3)(4)	$11.46	02/02/2015		D			8,800	(5)	02/19/2020	Common stock	8,800	$0	0	D
Employee stock option (right to buy)(3)(4)	$10.89	02/02/2015		D			15,600	(6)	02/19/2021	Common stock	15,600	$0	0	D
Employee stock option (right to buy)(3)(4)	$19.89	02/02/2015		D			30,000	(7)	07/14/2018	Common stock	30,000	$0	0	D
Employee stock option (right to buy)(3)(4)	$26.43	02/02/2015		D			30,000	(7)	02/03/2019	Common stock	30,000	$0	0	D
Employee stock option (right to buy)(3)(4)	$25.61	02/02/2015		D			14,300	(7)	01/06/2017	Common stock	14,300	$0	0	D
Employee stock option (right to buy)(3)(4)	$26.58	02/02/2015		D			9,500	(7)	01/05/2018	Common stock	9,500	$0	0	D

Explanation of Responses:

1. On February 2, 2015, Kindred Healthcare, Inc., a Delaware corporation ("Kindred"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger between the Issuer, Kindred and Kindred Healthcare Development 2, Inc., a Delaware corporation and a wholly-owned subsidiary of Kindred ("Merger Sub"), dated as of October 9, 2014 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Kindred (the "Merger"). The number reported consists of the following: (i) 47,887 shares held directly by the reporting person, (ii) 19,700 shares of restricted stock that vested 100% as a result of the Merger, and (iii) 32,200 shares of restricted stock that did not vest as a result of the Merger. The Merger is more fully described in the Issuer's proxy statement/prospectus, dated December 18, 2014.

2. Pursuant to the Merger Agreement, on February 02, 2015, the effective date of the Merger, (i) each share held by the reporting person was exchanged for $14.50 in cash, without interest (the "Cash Consideration"), and 0.257 of a share of Kindred common stock (the "Stock Consideration" and together with the Cash Consideration, the "Merger Consideration"); (ii) each share of restricted stock that vested as a result of the Merger was exchanged for the Merger Consideration, subject to withholding taxes; and (iii) each share of restricted stock that did not vest as a result of the Merger received merger consideration in the form of a Kindred restricted cash award in the amount of the Cash Consideration and Kindred restricted shares in the amount of the Stock Consideration.

3. Pursuant to the Merger Agreement, on February 2, 2015, the effective date of the Merger, (i) each Issuer option that was outstanding immediately prior to the effective time with a per share exercise price below the sum of (a) the value of the Stock Consideration (based on the average closing price per share of Kindred common stock on the New York Stock Exchange for the ten consecutive trading days ending immediately prior to the closing date of the Merger (the "Kindred Closing Price")) and (b) the Cash Consideration, that is or will become vested as a result of the Merger, was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration less the exercise price, subject to withholding taxes; and (ii) each Issuer option that was outstanding immediately prior to the effective time with a per share exercise price at or above the sum of (a) the value of the Stock Consideration (based on the Kindred Closing Price)

4. (cont'd) and (b) the Cash Consideration or that will not vest as a result of the Merger was converted into an option to purchase a number of shares of Kindred common stock determined by multiplying the number of shares of Gentiva common stock subject to such Gentiva option by a fraction, the numerator of which is the sum of (A) the product of the Stock Consideration multiplied by the Kindred Closing Price and (B) the Cash Consideration and the denominator of which is the Kindred Closing Price.

5. The options vest in three equal annual installments beginning on the first anniversary of the date of grant, which was February 19, 2013.

6. The options vest in three equal annual installments beginning on the first anniversary of the date of grant, which was February 19, 2014.

7. The options are fully vested and exercisable.

Remarks:

	David Brown, by power of attorney	02/04/2015
	** Signature of Reporting Person	Date
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