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*
MASTROVICH LAWRENCE A
(Last) (First) (Middle)
C/O APRIA HEALTHCARE GROUP INC.
26220 ENTERPRISE COURT
(Street)
LAKE FOREST CA 92630
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
APRIA HEALTHCARE GROUP INC [ AHG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
10/28/2008
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 10/28/2008 J(1) 50,433 D (1) 0 D
Common Stock 10/28/2008 J(2) 40,000 D (2) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0 10/28/2008 J(3) 11,667 (3) 12/31/2008 Common Stock 11,667 (3) 0 D
Restricted Stock Units $0.001 10/28/2008 J(4) 39,953 (4) 02/16/2010 Common Stock 39,953 (4) 0 D
Restricted Stock Units $0.001 10/28/2008 J(5) 46,960 (5) 12/31/2010 Common Stock 46,960 (5) 0 D
Restricted Stock Purchase Right (Right to Buy) $7.6 10/28/2008 J(6) 23,000 12/13/2010 02/15/2014 Common Stock 23,000 (6) 0 D
Restricted Stock Purchase Right (Right to Buy) $6.46 10/28/2008 J(6) 15,000 06/30/2008 08/12/2013 Common Stock 15,000 (6) 0 D
Explanation of Responses:
1. Canceled pursuant to the Agreement and Plan of Merger, dated as of June 18, 2008 (the "Merger Agreement"), by and among the Issuer, Sky Acquisition LLC and Sky Merger Sub Corporation and converted into the right to receive a cash payment of $21.00 per share.
2. These restricted shares, which were scheduled to vest on 12/31/2011, were canceled pursuant to the terms of the Merger Agreement and the plan under which they were issued in exchange for a cash payment of $21.00 per share.
3. These restricted stock units, which were scheduled to vest on 12/31/2008, were canceled pursuant to the terms of the Merger Agreement and the plan under which they were issued in exchange for a cash payment of $21.00 per share.
4. These restricted stock units, 19,977 of which were scheduled to vest on 2/16/2009 and 19,976 of which were scheduled to vest on 2/16/2010, were canceled pursuant to the terms of the Merger Agreement and the plan under which they were issued in exchange for a cash payment of $21.00 per share.
5. These restricted stock units, 15,654 of which were scheduled to vest on 2/18/2009, 15,653 of which were scheduled to vest on 2/18/2010 and 15,653 of which were scheduled to vest on 12/31/2010, were canceled pursuant to the terms of the Merger Agreement and the plan under which they were issued in exchange for a cash payment of $21.00 per share.
6. Pursuant to the terms of the Merger Agreement and the plan under which they were issued, upon consummation of the merger on October 28, 2008, these restricted stock purchase rights were canceled and converted into the right to receive cash in the amount of $21.00 per restricted stock purchase right, less any applicable exercise price per right.
/s/ Lawrence A. Mastrovich by Raoul Smyth, Attorney-In-Fact 10/28/2008
** 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 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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