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*
COONEY CHARLES L
(Last) (First) (Middle)
500 KENDALL STREET
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GENZYME CORP [ GENZ ] 		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)
04/04/2011
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
Genzyme common stock (GENZ) 04/04/2011 M 3,827.389 A $0(1) 13,116.389 D
Genzyme common stock (GENZ) 04/04/2011 M 2,375 A $0.0000 15,491.389 D
Genzyme common stock (GENZ) 04/04/2011 M 149.817 A $0(1) 15,641.206 D
Genzyme common stock (GENZ) 04/04/2011 D 2,375 D $74 13,266.206 D
Genzyme common stock (GENZ) 04/04/2011 D 3,977.206 D $76.01 9,289 D
Genzyme common stock (GENZ) 04/04/2011 U 8,387 D $74 902 D
Genzyme common stock (GENZ) 04/04/2011 U 600 D $74 0.0000 I By Custodian for Grandchildren
Genzyme common stock (GENZ) 04/04/2011 U 1,882 D $74 0.0000 I By Son
Genzyme common stock (GENZ) 04/04/2011 U 240 D $74 0.0000 I By Spouse
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
Phantom Stock (1) 04/04/2011 M 3,827.389 06/30/2002(1) 12/31/2026 Genzyme common stock (GENZ) 3,827.389 $0.0000 0.0000 D
Phantom Stock (1) 04/04/2011 M 149.817 09/30/2002(1) 12/31/2026 Genzyme common stock (GENZ) 149.817 $0.0000 0.0000 D
Restricted Stock Units $0.0000 04/04/2011 M 2,375 (2) (2) Genzyme common stock (GENZ) 2,375 $0.0000 0.0000 D
Stock Option (right to buy) $51.52 04/04/2011 D 7,125 (3) 06/16/2020 Genzyme common stock (GENZ) 7,125 $51.52 0.0000 D
Stock Option (right to buy) $58.66 04/04/2011 D 7,500 05/21/2010(3) 05/21/2019 Genzyme common stock (GENZ) 7,500 $58.66 0.0000 D
Stock Option (right to buy) $68.48 04/04/2011 D 7,500 05/22/2009(3) 05/22/2018 Genzyme common stock (GENZ) 7,500 $68.48 0.0000 D
Stock Option (right to buy) $62.16 04/04/2011 D 15,000 05/24/2008(3) 05/24/2017 Genzyme common stock (GENZ) 15,000 $62.16 0.0000 D
Stock Option (right to buy) $58.5 04/04/2011 D 15,000 05/25/2007(3) 05/26/2016 Genzyme common stock (GENZ) 15,000 $58.5 0.0000 D
Stock Option (right to buy) $62.98 04/04/2011 D 15,000 05/26/2006(3) 05/26/2015 Genzyme common stock (GENZ) 15,000 $62.98 0.0000 D
Stock Option (right to buy) $41.51 04/04/2011 D 1,010 05/30/2003(3) 05/30/2012 Genzyme common stock (GENZ) 1,010 $41.51 0.0000 D
Stock Option (right to buy) $53.47 04/04/2011 D 2,000 05/31/2002(3) 05/31/2011 Genzyme common stock (GENZ) 2,000 $53.47 0.0000 D
Explanation of Responses:
1. The phantom stock acquired under the Genzyme Directors? Deferred Compensation Plan was cancelled at the completion of the sanofi-aventis tender offer and converted into the right to receive a cash payment based on the closing price of Genzyme common stock on the last day it traded. Phantom stock was credited to the Reporting Person?s stock account under the deferred compensation at the end of each fiscal quarter from 4/1/2002 through 9/30/2002, pursuant to the Reporting Person?s plan election and the terms of the plan.
2. The vested restricted stock units were scheduled to vest on the date of the 2011 annual meeting of shareholders.
3. This option, which provided for vesting at the next annual meeting of shareholders, was cancelled upon the consummation of the sanofi-aventis tender offer in exchange for a payment representing (A) an amount of cash equal to the excess of $74.00 over the exercise price of the option, multiplied by the total number of shares subject to such options, and (B) one contingent value right (CVR) per cancelled option.
Susan P. Cogswell, Attorney-in-Fact 04/06/2011
** 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).
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