| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/22/2008 |
3. Issuer Name and Ticker or Trading Symbol
GENZYME CORP [ GENZ ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Genzyme common stock (GENZ) | 2,025 | D | |
| Genzyme common stock (GENZ) | 112 | I | By 401(k) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Genzyme ISO stock option (right to buy) | 05/30/2003 | 05/30/2012 | Genzyme common stock (GENZ) | 3,075 | $32.52 | D | |
| Genzyme ISO stock option (right to buy) | 05/24/2007(1) | 05/24/2017 | Genzyme common stock (GENZ) | 8,040 | $62.16 | D | |
| Genzyme NQ stock option (right to buy) | 05/28/1998(1) | 05/28/2008 | Genzyme common stock (GENZ) | 197 | $124.69 | D | |
| Genzyme NQ stock option (right to buy) | 05/28/1998(1) | 05/28/2008 | Genzyme common stock (GENZ) | 116 | $392.13 | D | |
| Genzyme NQ stock option (right to buy) | 01/25/2001(2) | 01/25/2009 | Genzyme common stock (GENZ) | 702 | $95.76 | D | |
| Genzyme NQ stock option (right to buy) | 01/25/2001 | 01/25/2009 | Genzyme common stock (GENZ) | 207 | $467.56 | D | |
| Genzyme NQ stock option (right to buy) | 08/26/1999(3) | 08/26/2009 | Genzyme common stock (GENZ) | 287 | $223.18 | D | |
| Genzyme NQ stock option (right to buy) | 05/25/2000(1) | 05/25/2010 | Genzyme common stock (GENZ) | 407 | $226.75 | D | |
| Genzyme NQ stock option (right to buy) | 05/25/2000(4) | 02/09/2011 | Genzyme common stock (GENZ) | 351 | $135.25 | D | |
| Genzyme NQ stock option (right to buy) | 05/31/2001(1) | 05/31/2011 | Genzyme common stock (GENZ) | 30,000 | $53.47 | D | |
| Genzyme NQ stock option (right to buy) | 05/31/2001(1) | 05/31/2011 | Genzyme common stock (GENZ) | 296 | $126.59 | D | |
| Genzyme NQ stock option (right to buy) | 05/31/2001(1) | 05/31/2011 | Genzyme common stock (GENZ) | 336 | $274.31 | D | |
| Genzyme NQ stock option (right to buy) | 05/30/2002 | 05/30/2012 | Genzyme common stock (GENZ) | 33,800 | $32.52 | D | |
| Genzyme NQ stock option (right to buy) | 05/30/2002(1) | 05/30/2012 | Genzyme common stock (GENZ) | 479 | $85.74 | D | |
| Genzyme NQ stock option (right to buy) | 05/30/2002(1) | 05/30/2012 | Genzyme common stock (GENZ) | 499 | $41.5 | D | |
| Genzyme NQ Stock Option (right to buy) | 05/29/2003(1) | 05/29/2013 | Genzyme common stock (GENZ) | 22,500 | $46.24 | D | |
| Genzyme NQ stock option (right to buy) | 05/27/2004(1) | 05/27/2014 | Genzyme common stock (GENZ) | 41,000 | $43.9 | D | |
| Genzyme NQ Stock Option (right to buy) | 05/26/2005(1) | 05/26/2015 | Genzyme common stock (GENZ) | 30,000 | $62.98 | D | |
| Genzyme NQ Stock Option (right to buy) | 05/25/2006(1) | 05/25/2016 | Genzyme common stock (GENZ) | 30,000 | $58.5 | D | |
| Genzyme NQ Stock Option (right to buy) | 05/24/2007(1) | 05/24/2017 | Genzyme common stock (GENZ) | 6,960 | $62.16 | D | |
| Genzyme Restricted Stock Units | 05/24/2010 | (5) | Genzyme common stock (GENZ) | 5,000 | (6) | D | |
| Explanation of Responses: |
| 1. Options vest in 20% annual increments beginning on the original date of grant. |
| 2. Options were granted with an exercise price 100% above fair market value, and vest in 1/3 increments on each of Janary 25, 2001, 2002 and 2003. |
| 3. Options vest 20% on August 26, 1999 and in 20% annual increments beginning May 26, 2000. |
| 4. Options vest in 20% annual increments beginning 5/25/2000. |
| 5. The restricted stock units vest 100% on the 3rd anniversary of the date of grant. |
| 6. Each restricted stock unit represents a contingent right to receive one share of Genzyme common stock. |
| Remarks: |
| By: Susan P. Cogswell, Attorney-in-Fact | 05/23/2008 | |
| ** 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 5 (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. | ||