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^*

VICCIARDO LEONARD J

(Last)

(First)

(Middle)

C/O HEALTH PRODUCTS RESEARCH

3498 ROUTE 22 WEST

(Street)

WHITEHOUSE

08888

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VENTIV HEALTH INC [ vtiv ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres,COO Health Prod Research

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2004

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)
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	04/16/2004	04/16/2004	M⁽¹⁾		47,668	A	$4	51,447	D
Common stock	04/16/2004	04/16/2004	M⁽¹⁾		2,332	A	$4	53,779	D
Common stock	04/16/2004	04/16/2004	S⁽¹⁾		50,000	D	$14.133	3,779	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)
Stock option (right to buy)	$4	04/16/2004	04/16/2004	M⁽¹⁾			47,668	12/02/2003⁽²⁾	12/02/2012	Common stock	47,668	$0	18,750⁽⁴⁾	D
Stock option (right to buy)	$4	04/16/2004	04/16/2004	M⁽¹⁾			2,332	12/02/2003⁽³⁾	12/02/2012	Common stock	2,332	$0	9,668⁽⁴⁾	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b-5-1 trading plan adopted by the reporting person. The automatic sale component of this transaction was previously reported as a planned sale on a Form 144 filed by (or on behalf of) the reporting person.

2. The reporting person was issued 75,000 replacement options on December 2, 2002 pursuant to an exchange offer conducted by the issuer. Under the terms of the exchange offer (taking into account the vesting schedule for the options surrendered by the reporting person), fifty percent of the replacement options issued were vested and exercisable upon issuance and the remainder were scheduled to vest in equal installments on December 2, 2003 and December 2, 2004 provided the reporting person continues to serve as an employee on such dates. As of April 16, 2004, all 56,250 vested options under this grant have been exercised.

3. The reporting person was issued 12,000 replacement options on December 2, 2002 pursuant to an exchange offer conducted by the issuer. Under the terms of the exchange offer (taking into account the vesting schedule for the options surrendered by the reporting person), fifty percent of the replacement options issued were vested and exercisable upon issuance and the remainder were scheduled to vest in equal installments on December 2, 2003 and December 2, 2004 provided the reporting person continues to serve as an employee on such dates. As of April 16, 2004, 2,332 of the 6,000 vested options under this grant have been exercised.

4. The total number of stock options (right to buy) of all classes held by the reporting person following the reported transactions is 123,418.

	Leonard J. Vicciardo	04/20/2004
	** 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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