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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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)

(Street)
X1

(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)
02/14/2007
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 02/14/2007 M 50,000 A $4.935 312,882 D
Common Stock 02/14/2007 S 50,000 D $54.0886 262,882 D
Common Stock 5,561 I Indirect(1)
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
2000 Stock Option (right to buy) $4.935 02/14/2007 M 50,000 04/26/2002(2) 04/26/2011 Common Stock 50,000 (3) 0 D
2003 Stock Option (right to buy) $14.5 05/29/2004(2) 05/29/2013 Common Stock 125,000 125,000 D
2003 Stock Option (right to buy) $28.39 04/27/2005(2) 04/27/2014 Common Stock 60,000 60,000 D
2005 Stock Option (right to buy) $38.07 01/30/2007(2) 01/30/2012 Common Stock 50,000 50,000 D
2005 Stock Option (right to buy) $42.09 11/30/2005(4) 04/20/2012 Common Stock 65,000 65,000 D
Call Option (Obligation to sell) $53.0525 (5) 10/12/2007 Common Stock 50,000 50,000 D
Call Option (Obligation to sell) $54.6139 (5) 11/07/2007 Common Stock 30,000 30,000 D
Long Puts (right to sell) $35.289 10/12/2007(5) 10/12/2007 Common Stock 50,000 50,000 D
Long Puts (right to sell) $36.379 11/07/2007(5) 11/07/2007 Common Stock 30,000 30,000 D
Explanation of Responses:
1. Shares held by reporting person through Employer 401(k) Plan.
2. Options vest in four equal annual installments beginning on the first exercise date.
3. Not applicable
4. Effective November 30, 2005, the options were fully vested pursuant to an amendment to the grant agreement under which such options were granted.
5. The reporting person entered into a zero-cost collar arrangement pursuant to which he 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.
Alexander (Zan) Guerry III 02/16/2007
** 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.