SEC FORM 4

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^*

HOLLAND EARL P

(Last)

(First)

(Middle)

15270 KILBIRNIE DRIVE

(Street)

FT. MYERS

33912

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MARINER HEALTH CARE INC [ MHCA ]

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)
12/16/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	12/16/2003		A		7,500⁽²⁾	A	⁽³⁾	7,500⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$20.12	12/16/2003		D⁽⁴⁾			25,000	⁽⁵⁾	05/15/2012	Common Stock	25,000	⁽³⁾	0	D

Explanation of Responses:

1. This transaction represents a grant of restricted stock pursuant to that certain Restricted Stock Agreement Pursuant to the Mariner Health Care, Inc. 2003 Outside Directors' Stock Incentive Plan (the "2003 Plan").

2. The Restricted Stock Grant shall become vested as to 50% of the Restricted Shares as of the grant date under the 2003 Plan. On each of May 16, 2004 and May 16, 2005, the Restricted Stock Grant shall become vested as to an additional 25% of the Restricted Shares if the reporting person has continuously served as a director of the Company.

3. The reporting person received the options pursuant to the 2002 Outside Directors' Stock Option Plan and the form of Stock Option Agreement issued pursuant thereto. The restricted stock was issued to the reporting person in exchange for the cancellation of the reporting person's existing stock options at a ratio of 0.3 shares of restricted stock per each cancelled option.

4. The options were cancelled by mutual agreement between the reporting person and the Company. The reporting person received 7,500 shares of restricted common stock, par value $0.01, of the Company as consideration for the cancellation.

5. Option to vest and become exercisable with respect to (i) 25% of the shares of Common Stock originally subject to the option on the date of grant, which was May 15, 2002, and (ii) an additional 25% on each of the three subsequent anniversaries of the grant date provided that Mr. Holland shall continue to serve as a director of the Company except as otherwise provided by the terms set forth in the 2002 Outside Directors' Stock Option Plan and the form of Stock Option Agreement issued pursuant thereto.

Remarks:

	Stefano M. Miele, as Attorney-in-Fact for Earl P. Holland	01/12/2004
	** 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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