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^*

GUERRY ALEXANDER ZAN III

(Last)

(First)

(Middle)

1715 WEST 38TH STREET

(Street)

CHATTANOOGA

37409

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHATTEM INC [ CHTT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2005

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 Shares	03/28/2005		X⁽¹⁾		56,500	D	$34.4762	254,782	D
Common Shares								18,293.04	I	By 401(k)⁽²⁾
Common Shares								938,228	I	By Corporation⁽³⁾

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)
Call option (obligation to sell)	$34.4762	03/28/2005		X⁽¹⁾			1	03/22/2005	03/22/2005	Common Shares	56,500	$0	0.00	D
2000 Stock Option Plan (Right to Buy)	$4.935							04/26/2002⁽⁴⁾	04/26/2011	Common Shares	100,000		100,000	D
2003 Stock Option Plan (right to buy)	$14.5							05/29/2004⁽⁴⁾	05/29/2013	Common Shares	125,000		125,000	D
2003 Stock Option Plan (Right to Buy)	$28.39							04/27/2005⁽⁴⁾	04/27/2014	Common Shares	60,000		60,000	D
Call option (obligation to sell)⁽⁵⁾	$34							03/25/2005	03/25/2005	Common Shares	100,000		1	I	By Corporation
Put option (right to sell)⁽⁵⁾	$17.88							03/25/2005	03/25/2005	Common Shares	100,000		1	I	By Corporation

Explanation of Responses:

1. In connection with the settlement of a call option entered into on March 22, 2004, as part of a zero-cost collar arrangement, the reporting person settled the option by delivering the underlying stock to the option holder.

2. Shares held by reporting persons through Employer 401(k) Plan. The Plan allows account shares to be purchased on self-directed basis.

3. Shares held by Hamico, Inc. (charitable organization) on whose board of trustees reporting person sits. Beneficial ownership is disclaimed.

4. Options vest in four equal annual installments beginning on the first exercise date.

5. Hamico, Inc. entered into a zero-cost collar arrangement pursuant to which it wrote a covered call option and purchased a put option. Only one of the options can be in- the-money on the expiration date, at which time the in-the-money option will be exercised, and the other option will expire. If neither option is in-the-money on the expiration date, both options will expire.

Remarks:

	By: Alec Taylor, Attorney-in-fact for	03/30/2005
	** 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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