X0202 4 2004-05-03 0000784199 CRYOLIFE INC CRY 0001013549 HEACOX ALBERT E CRYOLIFE, INC. 1655 ROBERTS BOULEVARD, N.W. KENNESAW GA 30144 0 1 0 0 Sr. VP-Laboratory Operations Common Stock 2004-05-03 4 X 0 67000 D 5346 I By Trust Common Stock 45000 I By Trust Common Stock 200 I By Trusts Put Option (Right to Sell) 2004-05-03 4 X 0 1 D 2004-05-03 2004-05-03 Common Stock 67000 0 D Call Option (Obligation to Sell) 2004-05-03 4 E 0 1 D 2004-05-03 2004-05-03 Common Stock 67000 0 D On May 6, 2002, Mr. Heacox entered into a forward sale agreement (the "Forward Agreement") relating to up to 67,000 shares (the "Base Amount") of Company common stock. In connection with the Forward Agreement, the counterparty to the Forward Agreement agreed that it would seek to sell the maximum number of shares subject to the Forward Agreement into the public market as promptly as practicable thereafter. The Forward Agreement provided that three business days after May 3, 2004, Mr. Heacox would deliver a number of shares of Company common stock (or at the election of Mr. Heacox, the cash equivalent of such shares) based on the following: (a) if the closing price of the Company common stock on May 3, 2004 (the "Final Price") was less than $27.39 per share (the "Floor Price"), Mr. Heacox would deliver 67,000 shares; (cont'd. in footnote (2)) (cont'd. from footnote (1)) (b) if the Final Price was equal to or greater than the Floor Price but less than or equal to $35.60 per share (the "Cap Price"), Mr. Heacox would deliver a number of shares equal to the Floor Price divided by the Final Price times 67,000; and (c) if the Final Price was greater than the Cap Price, Mr. Heacox would deliver a number of shares equal to [the Floor Price plus (the Final Price minus the Cap Price)] times 67,000 divided by the Final Price. In consideration of entering into the Forward Agreement, Mr. Heacox was paid $1,669,639.99 by the counterparty to the Forward Agreement. The Forward Agreement was settled on May 3, 2004, and, because the closing price of Company common stock on May 3, 2004 was less than the Floor Price, Mr. Heacox delivered 67,000 shares to the counterparty to the Forward Agreement. The 45,000 shares are owned by Dr. Heacox's spouse as Virginia Heacox FBO Virginia Heacox, Trustee, or successor Trustees of the Virginia Heacox Living Trust under an agreement dated 10-29-99. The 5,346 shares are owned by Albert E. Heacox, Trustee, Albert E. Heacox Living Trust under an agreement dated 10-29-99. Includes 100 shares owned by Albert E. Heacox C/F Rachel K. Heacox, UTMA/GA and 100 shares owned by Albert E. Heacox C/F Daniel A. Heacox UTMA/GA. The reporting person disclaims beneficial ownership of all securities held by his daughter and son, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Albert E. Heacox 2004-05-05