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
	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* BELGER BRENDA A (Last) (First) (Middle) 717 N. HARWOOD, SUITE 1500 (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ODYSSEY HEALTHCARE INC [ ODSY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. V.P. of Human Resources
	3. Date of Earliest Transaction (Month/Day/Year) 02/12/2009
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	02/12/2009		M		2,833	A	$10.59	2,833(1)	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
Restricted Stock Units	$0.00(2)	02/12/2009		D			2,833	02/12/2009(3)	(3)	Common Stock	2,833	$0.00	8,500(4)	D
Restricted Stock Units	$0.00(2)	02/13/2009		A		10,475		02/13/2010(3)	(3)	Common Stock	10,475	$0.00	10,475	D
Employee Stock Option (Right to Buy)	$15.2467							02/06/2004	02/06/2013	Common Stock	16,875		16,875	D
Employee Stock Option (Right to Buy)	$22.3267							06/20/2004(5)	06/20/2013	Common Stock	75,000		75,000	D
Employee Stock Option (Right to Buy)	$30.64							01/26/2005(6)	01/26/2014	Common Stock	25,000		25,000	D
Employee Stock Option (Right to Buy)	$18.14							11/17/2006(7)	11/15/2015	Common Stock	40,000		40,000	D
Employee Stock Option (Right to Buy)	$12.88							12/20/2007(8)	12/20/2016	Common Stock	40,000		40,000	D

Explanation of Responses:

1. The amount shown excludes all restricted stock units, which are now shown separately on Table 2 of the Reporting Owner's Form 4. Please see the footnotes to Table 2 for additional information.

2. Each restricted stock unit represents a contingent right to receive one share of common stock.

3. The restricted stock units vest in four equal annual installments beginning on the Exercisable Date. Vested shares will be delivered to the reporting person on each vesting date.

4. These Restricted Stock Units were included in Table 1 of the Reporting Owner's previously filed Form 4s. In order to more closely match the beneficial ownership table included in the Issuer's annual proxy statement all restricted stock units are now included in Table 2 instead of Table 1.

5. 25% of the stock options became exercisable on June 20, 2004 and 25% of the stock options become exercisable on each June 20th thereafter. On December 8, 2005 all of the options became fully exercisable.

6. 25% of the stock options became exercisable on January 26, 2005, and 25% of the stock options become exercisable on each January 26th thereafter. On December 8, 2005 all of the options became fully exercisable.

7. 25% of the stock options became exercisable on November 17, 2006, and 25% of the stock options become exercisable on each November 17th thereafter.

8. The option vests in four equal annual installments beginning on December 20, 2007.

Remarks:

	/s/ Brenda A. Belger	02/17/2009
	** 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).
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