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*
Mathern Gary F.
(Last) (First) (Middle)
C/O VIASYS HEALTHCARE INC.
227 WASHINGTON STREET, SUITE 200
(Street)
CONSHOHOCKEN PA 19428
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VIASYS HEALTHCARE INC [ VAS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Corporate VP, Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2007
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 2,970 D
Common Stock 06/28/2007 M 4,500 A $27.65 7,470 D
Common Stock 06/28/2007 M 4,690 A $28.77 12,160 D
Common Stock 06/28/2007 M 30,500 A $14.23 42,660 D
Common Stock 06/28/2007 M 5,000 A $16.37 47,660 D
Common Stock 06/28/2007 M 22,000 A $13.99 69,660 D
Common Stock 06/28/2007 M 10,000 A $17.52 79,660 D
Common Stock 06/28/2007 F 29,429 D $42.75 50,231 D
Common Stock 06/28/2007 D 47,261(1) D $42.75 2,970 D
Common Stock 06/28/2007 D 2,970(2) D $42.75 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
Stock Option (Right to Buy) $14.23 06/28/2007 M 30,500 (3) 06/04/2011 Common Stock 30,500 (4) 0 D
Stock Option (Right to Buy) $16.37 06/28/2007 M 5,000 (3) 11/22/2012 Common Stock 5,000 (4) 0 D
Stock Option (Right to Buy) $13.99 06/28/2007 M 22,000 (3) 02/13/2013 Common Stock 22,000 (4) 0 D
Stock Option (Right to Buy) $17.52 06/28/2007 M 6,666 (3) 11/10/2014 Common Stock 6,666 (4) 0 D
Stock Option (Right to Buy) $17.52 06/28/2007 M 3,334 (5) 11/10/2014 Common Stock 3,334 (4) 0 D
Stock Option (Right to Buy) $27.65 06/28/2007 M 4,500 (5) 01/25/2016 Common Stock 4,500 (4) 0 D
Stock Option (Right to Buy) $28.77 06/28/2007 M 4,690 (5) 02/13/2017 Common Stock 4,690 (4) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Merger (as defined in note 2 below) in exchange for $42.75 per share.
2. Under the terms of an Agreement and Plan of Merger, dated as of May 11, 2007, (the "Merger Agreement") among Cardinal Health Inc. ("Cardinal Health"), an Ohio corporation, Eagle Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Cardinal Health (the "Offeror") and the Issuer, all restricted stock units held by the reporting person have been cancelled by the Issuer, and the reporting person is receiving, in lieu thereof, an amount equal to $42.75 (equivalent to the amount per share to be received by Company shareholders upon the merger (the "Merger") of the Offeror into the Company pursuant to the terms of the Merger Agreement) times the number of restricted stock units held by the reporting person. Following the Merger, the Issuer became a wholly-owned subsidiary of Cardinal Health.
3. These options are immediately exercisable.
4. The exercise price of the option is disclosed in Table II Column 2.
5. Under the terms of the Merger Agreement, all outstanding unvested options to purchase Issuer common stock vested immediately prior to the Offeror's initial acceptance for payment of shares of Issuer common stock pursuant to a tender offer by the Offeror for all outstanding shares of Issuer Common Stock. Such acceptance occurred on June 21, 2007.
Remarks:
By: Caterine A. Petko Limited Power of Attorney For: Gary F. Mathern 07/05/2007
** 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).
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