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*
CALABRO JOSEPH M
(Last) (First) (Middle)
1301 CONCORD TERRACE
(Street)
SUNRISE FL 33323-2825
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PEDIATRIX MEDICAL GROUP INC [ PDX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2004
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)
Code V Amount (A) or (D) Price
Common Stock 02/24/2004 02/24/2004 M 11,667 A $21.375 11,668 D
Common Stock 02/24/2004 02/24/2004 M 33,333 A $34.79 45,001 D
Common Stock 02/24/2004 02/24/2004 M 19,300 A $31.8 64,301 D
Common Stock 02/24/2004 02/24/2004 S 64,300 D $58 1 D
Common Stock 02/24/2004 02/24/2004 M 200 A $12.875 201 I BY SPOUSE
Common Stock 02/24/2004 02/24/2004 M 1,666 A $21.375 1,867 I BY SPOUSE
Common Stock 02/24/2004 02/24/2004 M 3,333 A $32.41 5,200 I BY SPOUSE
Common Stock 02/24/2004 02/24/2004 M 1,667 A $28 6,867 I BY SPOUSE
Common Stock 02/24/2004 02/24/2004 S 6,866 D $58 1 I BY SPOUSE
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 Options (Right to buy) $21.375 02/24/2004 02/24/2004 M 11,667(1) 01/05/2002 01/05/2011 Common Stock 11,667 $0 0 D
Stock Options (Right to buy) $31.8 02/24/2004 02/24/2004 M 19,300(2) 08/27/2003 08/27/2012 Common Stock 19,300 $0 66,666 D
Stock Options (Right to buy) $34.79 02/24/2004 02/24/2004 M 33,333(3) 08/06/2002 08/06/2011 Common Stock 33,333 $0 16,667 D
Stock Options (Right to buy) $12.875 02/24/2004 02/24/2004 M 200(4) 08/16/2001 08/16/2010 Common Stock 200 $0 0 I BY SPOUSE
Stock Options (Right to buy) $21.375 02/24/2004 02/24/2004 M 1,666(5) 01/05/2002 01/05/2011 Common Stock 1,666 $0 0 I BY SPOUSE
Stock Options (Right to buy) $28 02/24/2004 02/24/2004 M 1,667(6) 02/10/2004 02/10/2013 Common Stock 1,667 $0 3,333 I BY SPOUSE
Stock Options (Right to buy) $32.41 02/24/2004 02/24/2004 M 3,333(7) 12/13/2002 12/13/2011 Common Stock 3,333 $0 1,667 I BY SPOUSE
Explanation of Responses:
1. Options granted pursuant to the Company's Amended and Restated Stock Option Plan. Options became exercisable on January 5, 2002.
2. Options granted pursuant to the Company's Amended and Restated Stock Option Plan. Options became exercisable on August 27, 2003.
3. Options granted pursuant to the Company's Amended and Restated Stock Option Plan. Options became exercisable on August 6, 2002.
4. Options, to which Mr. Calabro disclaims beneficial ownership, were granted to Mr. Calabro's spouse pursuant to the Company's Amended and Restated Stock Option Plan. Options became exercisable on August 16, 2001.
5. Options, to which Mr. Calabro disclaims beneficial ownership, were granted to Mr. Calabro's spouse pursuant to the Company's Amended and Restated Stock Option Plan. Options became exercisable on January 5, 2002.
6. Options, to which Mr. Calabro disclaims beneficial ownership, were granted to Mr. Calabro's spouse pursuant to the Company's Amended and Restated Stock Option Plan. Options became exercisable on February 10, 2004.
7. Options, to which Mr. Calabro disclaims beneficial ownership, were granted to Mr. Calabro's spouse pursuant to the Company's Amended and Restated Stock Option Plan. Options became exercisable on December 13, 2002.
JOSEPH M CALABRO 02/24/2004
** 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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