| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VISTACARE, INC. [ VSTA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/29/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 1,500 | D | ||||||||
| Class A Common Stock | 4,000 | D | ||||||||
| Class A Common Stock | 02/29/2008 | 02/29/2008 | U | 1,500(1) | D | $8.6 | 2,500 | D | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (right to buy) | $17.58 | 05/05/2005 | 05/05/2015 | Class A Common Stock | 20,000 | 20,000 | D | ||||||||
| Stock Option (right to buy) | $13.62 | 05/17/2006 | 05/17/2016 | Class A Common Stock | 10,000 | 30,000 | D | ||||||||
| Explanation of Responses: |
| 1. (for tender of shares): Pursuant to the terms of an Agreement and Plan of Merger, dated as of January 15, 2008 (the "Merger Agreement"), by and among Odyssey HealthCare Holding Company ("Parent"), a Delaware corporation, OHC Investment, Inc. ("Purchaser"), a Delaware corporation and wholly-owned subsidiary of Parent, and the Issuer, Purchaser, on January 30, 2008, commenced a cash tender offer to purchase all of the Issuer's outstanding shares of class A common stock, par value $0.01 per share (the "Shares") at a price of $8.60 per Share (the "Offer Price"). Concurrently with the execution of the Merger Agreement, and as a condition of Parent's and Purchaser's willingness to enter into the Merger Agreement, the Reporting Person entered into a stockholder agreement with Parent and Purchaser, whereby, among other things, the Reporting Person agreed to tender all shares in the Issuer beneficially owned by the Reporting Person within three business days after the commencement of the tend |
| Stephen Lewis, Attorney-in-Fact | 02/29/2008 | |
| ** 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). | ||
| 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. | ||