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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
TERMEER HENRI A
(Last) (First) (Middle)
GENZYME CORPORATION
500 KENDALL STREET
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GENZYME CORP [ GENZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chmn, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/25/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/26/2005 		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
Genzyme common stock (GENZ) 10/25/2005 M 15,000 A $15.31 661,934 D
Genzyme common stock (GENZ) 10/25/2005 M 76,784 A $15.13 738,718(1) D
Genzyme common stock (GENZ) 10/25/2005 M 141,000 A $15.31 879,718 D
Genzyme common stock (GENZ) 10/25/2005 M 5,816 A $14.27 885,534 D
Genzyme common stock (GENZ) 10/25/2005 M 17,452 A $16.29 902,986 D
Genzyme common stock (GENZ) 10/25/2005 M 145,600 A $13.78 1,048,586 D
Genzyme common stock (GENZ) 10/25/2005 M 5,816 A $7.74 1,054,402 D
Genzyme common stock (GENZ) 10/25/2005 S 15,000 D $71.5 1,039,402 D
Genzyme common stock (GENZ) 10/25/2005 S 392,468 D $71.55 646,934 D
Genzyme common stock (GENZ) 17,056 I By 401(k)
Genzyme common stock (GENZ) 2,371 I By Spouse
Genzyme common stock (GENZ) 1,256 I By Trust
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
Genzyme NQ stock option (right to buy) $7.74 10/25/2005 M 5,816 12/14/2000(2) 12/06/2005 Genzyme common stock (GENZ) 5,816 $0 0 D
Genzyme NQ stock option (right to buy) $15.13 10/25/2005 M 76,784 05/16/1996 05/16/2006 Genzyme common stock (GENZ) 76,784 $0 0 D
Genzyme NQ stock option (right to buy) $14.27 10/25/2005 M 5,816 12/14/2000(2) 05/22/2007 Genzyme common stock (GENZ) 5,816 $0 0 D
Genzyme NQ stock option (right to buy) $15.31 10/25/2005 M 15,000 10/16/1997(3) 10/16/2007 Genzyme common stock (GENZ) 15,000 $0 141,000 D
Genzyme NQ stock option (right to buy) $15.31 10/25/2005 M 141,000 10/16/1997(3) 10/16/2007 Genzyme common stock (GENZ) 141,000 $0 0 D
Genzyme NQ stock option (right to buy) $16.29 10/25/2005 M 17,452 12/14/2000(2) 05/27/2008 Genzyme common stock (GENZ) 17,452 $0 0 D
Genzyme NQ stock option (right to buy) $13.78 10/25/2005 M 145,600 05/28/2002(4) 05/28/2008 Genzyme common stock (GENZ) 145,600 $0 0 D
Explanation of Responses:
1. The exercise of this stock option included a distribution of an additional 19 shares of Genzyme common stock. These stock options were entitled to receive a distribution of shares of Tissue Repair common stock that was paid on July 22, 1997 to Genzyme Division stockholders at a rate of 0.015. In connection with the formation of Genzyme Biosurgery in December 2000, shares of Genzyme Tissue Repair were converted into shares of Genzyme Biosurgery at a rate of 0.3352. In connection with the exchange of Genzyme Biosurgery stock into Genzyme stock on June 30, 2003, distributions of the Genzyme Biosurgery stock are exchanged into Genzyme stock at a rate of 0.04945.
2. Outstanding options assumed in the acquisition of GelTex Pharmaceuticals, Inc. on 12/14/00. Reporting person was a member of the GelTex board of directors.
3. Options vest 20% on October 16, 1997 and in 20% annual increments beginning May 16, 1998.
4. Options vest in 20% annual increments beginning on the original date of grant.
Remarks:
By: Susan P. Cogswell, Attorney-in-Fact 11/01/2005
** 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.