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^*

LEFTON ROBERT

(Last)

(First)

(Middle)

717 N. HARWOOD

SUITE 1500

(Street)

DALLAS

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2010

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, par value $0.001 per share	08/17/2010		D		108,432	D	⁽¹⁾	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)
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)
Restricted Stock Units	$0.00	08/17/2010		D			7,350	⁽²⁾	⁽²⁾	Common Stock	7,350	$0⁽²⁾	0	D
Restricted Stock Units	$0.00	08/17/2010		D			30,167	⁽²⁾	⁽²⁾	Common Stock	30,167	$0⁽²⁾	0	D
Restricted Stock Units	$0.00	08/17/2010		D			31,307	⁽²⁾	⁽²⁾	Common Stock	31,307	$0⁽²⁾	0	D
Restricted Stock Units	$0.00	08/17/2010		D			45,391	⁽²⁾	⁽²⁾	Common Stock	45,391	$0⁽²⁾	0	D
Restricted Stock Units	$0.00	08/17/2010		D			90,501	⁽²⁾	⁽²⁾	Common Stock	90,501	$0⁽²⁾	0	D
Restricted Stock Units	$0.00	08/17/2010		D			41,087	⁽²⁾	⁽²⁾	Common Stock	41,807	$0⁽²⁾	0	D
Restricted Stock Units	$0.00	08/17/2010		D			136,173	⁽²⁾	⁽²⁾	Common Stock	136,173	$0⁽²⁾	0	D

Explanation of Responses:

1. Disposed of in connection with the merger of a subsidiary of the Issuer with Gentiva Health Services, Inc., effective August 17, 2010 (the "Merger"), pursuant to the Agreement and Plan of Merger, dated May 23, 2010 (the "Merger Agreement"), among the Issuer, Gentiva Health Services, Inc., and GTO Acquisition Corp., pursuant to which each issued and outstanding share of the Issuer's common stock owned immediately prior to the effective time of the Merger was exchanged for the right to receive $27.00 per share in cash, without interest and subject to any required withholding of taxes, less, in the case of stock options, the per share exercise price of the option. If the per share exercise price for an option is equal to or greater than $27.00, then the option was cancelled for no consideration.

2. Pursuant to the Merger Agreement, the restricted stock units vested in connection with the Merger and were cancelled and automatically converted into the right to receive $27.00 per underlying share of the Issuer's common stock in cash, without interest and subject to any required withholding of taxes.

	/s/ W. Bradley Bickham, by power of attorney	08/17/2010
	** 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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