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*
Windley Rodney D

(Last) (First) (Middle)
3350 RIVERWOOD PKWY, SUITE 1400

(Street)
ATLANTA GA 30339

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GENTIVA HEALTH SERVICES INC [ GTIV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
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 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)
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.
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