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^*

BICKHAM W BRADLEY

(Last)

(First)

(Middle)

717 N. HARWOOD

SUITE 1500

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ODYSSEY HEALTHCARE INC [ ODSY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2009

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, par value $0.001 per share	02/12/2009		M		3,708	A	$10.59	7,502	D
Common Stock, par value $0.001 per share	02/12/2009		M		11,242	A	$10.59	18,744	D
Common Stock, par value $0.001 per share	02/12/2009		F		1,211	D	$10.59	17,533	D
Common Stock, par value $0.001 per share	02/12/2009		F		3,174	D	$10.59	14,359⁽¹⁾	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)
Restricted Stock Units	$0.00⁽²⁾	02/12/2009		D			3,708	02/12/2009⁽³⁾	⁽³⁾	Common Stock	3,708	$0.00	11,125⁽⁴⁾	D
Restricted Stock Units	$0.00⁽²⁾	02/12/2009		D			11,242	02/12/2009⁽⁵⁾	⁽⁵⁾	Common Stock	11,242	$0.00	22,827⁽⁴⁾	D
Restricted Stock Units	$0.00⁽²⁾	02/13/2009		A		14,898		02/13/2010⁽³⁾	⁽³⁾	Common Stock	14,898	$0.00	14,898	D
Restricted Stock Units	$0.00⁽²⁾							12/20/2007⁽³⁾	⁽³⁾	Common Stock	5,160		5,160⁽⁴⁾	D

Explanation of Responses:

1. The amount shown excludes all restricted stock units, which are now shown separately on Table 2 of the Reporting Owner's Form 4. Please see the footnotes to Table 2 for additional information.

2. Each restricted stock unit represents a contingent right to receive one share of common stock.

3. The restricted stock units vest in four equal annual installments beginning on the Date Exercisable. Vested shares will be delivered to the reporting person on each vesting date.

4. These Restricted Stock Units were included in Table 1 of the Reporting Owner's previously filed Form 4s. In order to more closely match the beneficial ownership table included in the Issuer's annual proxy statement all restricted stock units are now included in Table 2 instead of Table 1.

5. The restricted stock units vest in three annual installments beginning on the Date Exercisable. Vested shares will be delivered to the reporting person on each vesting date.

Remarks:

	/s/ W. Bradley Bickham	02/17/2009
	** 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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