SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Mathern Gary F.

(Last)

(First)

(Middle)

C/O VIASYS HEALTHCARE INC.

227 WASHINGTON STREET, SUITE 200

(Street)

CONSHOHOCKEN

19428

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2007

3. Issuer Name and Ticker or Trading Symbol
VIASYS HEALTHCARE INC [ VAS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corporate VP, Human Resources

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,374⁽¹⁾	D
Common Stock	2,136⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	06/03/2011	Common Stock	30,500	$14.23	D
Stock Option (Right to Buy)	⁽⁴⁾	11/21/2012	Common Stock	5,000	$16.37	D
Stock Option (Right to Buy)	⁽⁵⁾	02/12/2013	Common Stock	22,000	$13.99	D
Stock Option (Right to Buy)	⁽⁶⁾	11/09/2014	Common Stock	10,000	$17.52	D
Stock Option (Right to Buy)	⁽⁷⁾	01/24/2016	Common Stock	4,500	$27.65	D
Stock Option (Right to Buy)	⁽⁸⁾	02/12/2017	Common Stock	4,690	$28.77	D

Explanation of Responses:

1. Represents shares purchased under the VIASYS Healthcare Inc. Employee Stock Purchase Plan.

2. Amount represents restricted stock units acquired under the VIASYS Healthcare Inc. Equity Incentive Plan.

3. The option vest in three equal installments annually, beginning on June 4, 2002.

4. The option vest in three equal installments annually, beginning on November 22, 2003.

5. The option vest in three equal installments annually, beginning on February 13, 2004.

6. The option vest in three equal installments annually, beginning on November 10, 2005.

7. The option vest in three equal installments annually, beginning on January 25, 2009.

8. The option vest in three equal installments annually, beginning on February 13, 2010.

Remarks:

	By: Catherine A. Petko Limited Power of Attorney For: Gary F. Mathern	05/17/2007
	** 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 5 (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.