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*
PETIT PARKER H
(Last) (First) (Middle)
1850 PARKWAY PLACE
(Street)
MARIETTA GA 30067
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MATRIA HEALTHCARE INC [ MATR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2004
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 10/12/2000 P 5,000 A $9.5 540,038 D
Common Stock 01/10/2003 P 2,400 A $8.7088 542,438 D
Common Stock 02/28/2003 P 1,000 A $8.1 543,438 D
Common Stock 08/26/2004 P 5,000 A $26.4854 548,438 D
Common Stock(1) 08/08/1988 J 0 A $0.00 2,500 I Petit Grantor Trust
Common Stock 07/13/2001 P 400 A $16.9675 13,525 I Limited Partnership
Common Stock(1) 08/08/1998 J 0 A $0.00 3,180 I By Spouse
Common Stock 07/16/2001 P 100 A $17.07 13,625 I Limited Partnership
Common Stock 07/17/2001 P 500 A $17.364 14,125 I Limited Partnership
Common Stock 07/18/2001 P 100 A $18.24 14,225 I Limited Partnership
Common Stock 07/19/2001 P 400 A $18.93 14,625 I Limited Partnership
Common Stock 07/23/2001 P 1,500 A $19.063 16,125 I Limited Partnership
Common Stock 07/25/2001 P 100 A $18.84 16,225 I Limited Partnership
Common Stock 07/26/2001 P 2,000 A $18.7335 18,225 I Limited Partnership
Common Stock 07/30/2001 P 500 A $19.32 18,725 I Limited Partnership
Common Stock 07/31/2001 P 400 A $19.89 19,125 I Limited Partnership
Common Stock 08/01/2001 P 700 A $19.697 19,825 I Limited Partnership
Common Stock 08/07/2001 P 300 A $19.106 20,125 I Limited Partnership
Common Stock 08/08/2001 P 200 A $18.77 20,325 I Limited Partnership
Common Stock 06/28/2002 P 500 A $9.43 20,825 I Limited Partnership
Common Stock 07/01/2002 P 500 A $8.38 21,325 I Limited Partnership
Common Stock(2) 07/08/2002 J 12,887 A $16.42 34,212 I Limited Partnership
Common Stock 08/30/2002 P 800 A $8.24 35,012 I Limited Partnership
Common Stock 09/03/2002 P 1,400 A $8.14 36,412 I Limited Partnership
Common Stock 09/05/2002 P 500 A $8.58 36,912 I Limited Partnership
Common Stock(2) 06/20/2003 J 1,228 A $16.42 38,140 I Limited Partnership
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
Option (right to buy) $21.5 12/15/1997 A 1,250 12/15/1998 12/15/2007 Common Stock 1,250 $21.5 1,250 D
Option (right to buy) $21 02/24/1998 A 15,000 02/24/1999 02/24/2008 Common Stock 15,000 $21 15,000 D
Option (right to buy) $18.24 05/18/1998 A 2,500 05/18/1999 05/18/2008 Common Stock 2,500 $18.24 2,500 D
Option (right to buy) $16.5 01/19/1999 A 15,000 01/19/2000 01/19/2009 Common Stock 15,000 $16.5 15,000 D
Option (right to buy) $24 07/23/1999 A 2,500 07/23/2000 07/23/2009 Common Stock 2,500 $24 2,500 D
Option (right to buy) $18 05/18/2000 A 2,500 05/18/2001 05/18/2010 Common Stock 2,500 $18 2,500 D
Option (right to buy)(3) $14 10/04/2000 A 38,750 10/04/2004 10/04/2010 Common Stock 38,750 $14 38,750 D
Option (right to buy)(4) $14.63 02/16/2001 A 38,750 02/16/2005 02/16/2011 Common Stock 38,750 $14.63 38,750 D
Option (right to buy)(5) $15.85 05/24/2001 A 200,000 05/24/2005 05/24/2011 Common Stock 200,000 $15.85 200,000 D
Option (right to buy)(6) $18.55 02/19/2002 A 24,335 02/19/2006 02/19/2012 Common Stock 24,335 $18.55 24,335 D
Option (right to buy)(7) $8.76 03/13/2003 A 46,000 03/13/2008 03/13/2013 Common Stock 46,000 $8.76 46,000 D
Option (right to buy)(8) $20.37 12/18/2003 A 38,835 12/18/2008 12/18/2013 Common Stock 38,835 $20.37 38,835 D
Option (right to buy)(9) $25.18 08/11/2004 A 38,750 08/11/2009 08/11/2014 Common Stock 38,750 $25.18 38,750 D
Explanation of Responses:
1. No transaction to report.
2. Acquired pursuant to merger of MRDC Acquisition Corp., a wholly-owned subsidiary of Matria, with and into MarketRing.com, Inc.
3. 32,291 shares vested with remaining shares to vest no later than 10/4/2004.
4. 19,375 shares vested with remaining shares to vest no later than 2/16/2005.
5. 100,000 shares vested with remaining shares to vest no later than 5/24/2005.
6. Granted 2/19/02 with full vesting to occur no later than 4 years from 2/19/02 and no sooner than 2 years from 2/19/02 with acceleration based on Matria's performance.
7. Granted 3/13/03 and vests 20% per annum thereafter.
8. Granted 12/18/03 and vests 20% per annum thereafter.
9. Granted 8/11/2004 and vests 20% per annum thereafter.
Remarks:
Parker H. Petit 08/30/2004
** 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).
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.