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*
NEWMAN JAMES KEN

(Last) (First) (Middle)
700 EL PASEO

(Street)
DENTON TX 76205

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HORIZON HEALTH CORP /DE/ [ HORC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former Director
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2007
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 05/31/2007 D 574,488 D $20(1) 0 D
Common Stock 05/31/2007 D 12,000 D $20(1)(4) 0 I By Partnership
Common Stock 05/31/2007 D 1,085.997 D $20(1)(3) 0 I By 401k Plan
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
Employee Stock Option (Right to Buy) $11.35 05/31/2007 D 54,000 (2) 03/31/2014 Common Stock 54,000 $8.65(2) 0 D
Employee Stock Option (Right to Buy) $11.35 05/31/2007 D 246,000 (2) 03/31/2014 Common Stock 246,000 $8.65(2) 0 D
Employee Stock Option (Right to Buy) $8.56 05/31/2007 D 200,000 (2) 05/01/2013 Common Stock 200,000 $11.44(2) 0 D
Employee Stock Option (Right to Buy) $3.5 05/31/2007 D 30,000 (2) 09/01/2008 Common Stock 30,000 $16.5(2) 0 D
Explanation of Responses:
1. Represents shares disposed of pursuant to a merger agreement dated December 20, 2006 between issuer and Psychiatric Solutions, Inc. in exchange for the merger consideration of $20 per share. Number of shares includes unvested restricted stock award shares that vested on the effective date of the merger pursuant to the merger agreement.
2. Pursuant to the merger agreement, all options, all of which provided for vesting in equal annual installments on the anniversary grant date as previously reported, including those which had any unvested installments that vested on the effective date of the merger, were cancelled in the merger in exchange for a cash payment equal to the difference between the exercise price of the respective options and the merger consideration of $20 per share times the number of shares subject to the respective options.
3. The number of reported 401(k) shares is based on a balance by fund report of October 3, 2006 from the record keeper's site. These shares also disposed of pursuant to a merger agreement dated December 20, 2006 between issuer and Psychiatric Solutions, Inc. in exchange for the merger consideration of $20 per share.
4. These shares are held by Newman Partners, Ltd. The reporting person disclaims beneficial ownership of Horizon common stock held by such limited partnership except to the extent of his pecuniary interest therein. These shares were disposed of pursuant to a merger agreement dated December 20, 2006 between issuer and Psychiatric Solutions, Inc. in exchange for the merger consideration of $20 per share.
David K. Meyercord, Attorney-in-Fact (Power of Attorney previously filed) 06/01/2007
** 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.