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
GENTIVA HEALTH SERVICES INC [ GTIV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/26/2010 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 08/26/2010 | J(1) | 175,000 | D | $20.905 | 0(2) | I | by Rodney D. Windley 2009-1 GRAT UAD 3/27/09 Rodney D. Windley Trustee | ||
Common Stock | 08/26/2010 | J(1) | 175,000 | A | $20.905 | 265,000(2) | I | by Rodney D. Windley Revocable Trust UAD 4/4/08, Rodney D. Windley Trustee | ||
Common Stock | 08/26/2010 | J(1) | 102,000 | D | $20.905 | 0(2) | I | by Rodney D. Windley 2009-2 GRAT UAD 3/27/09 Rodney D. Windley Trustee | ||
Common Stock | 08/26/2010 | J(1) | 102,000 | A | $20.905 | 367,000(2) | I | by Rodney D. Windley Revocable Trust UAD 4/4/08, Rodney D. Windley Trustee | ||
Common Stock | 08/26/2010 | J(1) | 141,500 | D | $20.905 | 0(2) | I | by Rodney D. Windley 2009-3 GRAT UAD 3/27/09 Rodney D. Windley Trustee | ||
Common Stock | 08/26/2010 | J(1) | 141,500 | A | $20.905 | 508,500(2) | I | by Rodney D. Windley Revocable Trust UAD 4/4/08, Rodney D. Windley Trustee | ||
Common Stock | 08/26/2010 | J(1) | 141,500 | D | $20.905 | 0(2) | I | by Rodney D. Windley 2009-4 GRAT UAD 3/27/09 Rodney D. Windley Trustee | ||
Common Stock | 08/26/2010 | J(1) | 141,500 | A | $20.905 | 650,000(2) | I | by Rodney D. Windley Revocable Trust UAD 4/4/08, Rodney D. Windley Trustee | ||
Common Stock | 58,763 | D | ||||||||
Common Stock | 112,804 | I | by trust | |||||||
Common Stock | 85,662(3) | I | by RT Management, LLC |
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 |
Explanation of Responses: |
1. Reflects a transfer of shares from a GRAT, of which reporting person is the sole grantor, trustee and annuity beneficiary, to a revocable trust, of which the reporting person is sole beneficiary and trustee, in exchange for assets with a value equal to a per share value of $20.905. |
2. The amount owned includes a distribution of shares on May 21, 2010 pursuant to a required annual annuity payment by a GRAT, of which reporting person is the sole grantor, trustee and annuity beneficiary, to a revocable trust, of which the reporting person is sole beneficiary and trustee. Such distribution effected only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the shares and as such was not required to be reported on Form 4. |
3. These shares are held indirectly through RT Management, LLC, of which Mr. Windley is a Manager and an owner. Tony Strange, President and Chief Executive Officer of Gentiva Health Services, Inc. ("Gentiva"), is also a Manager of and an owner of RT Management, LLC. Mr. Windley and Mr. Strange own approximately 25% and 75%, respectively, of the interests in the equity securities of Gentiva held by RT Management, LLC. Mr. Windley disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
Remarks: |
David Brown, by power of attorney | 08/30/2010 | |
** 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). | ||
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. |