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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (2) | 04/01/2013 | A | 85,539 | (2) | 04/01/2018 | Common Stock | 85,539 | $ 0 | 85,539 | D | ||||
| Restricted Stock Unit | (8) | 04/01/2013 | M(8) | 41,698 (8) | (8) | (8) | Common Stock | 41,698 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BORNE WILLIAM F 5959 S. SHERWOOD FOREST BLVD. BATON ROUGE, LA 70816 |
X | Chief Executive Officer / | Chairman of the Board | |
| /S/ Celeste R. Peiffer on behalf of William F. Borne pursuant to a Power of Attorney | 04/05/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reporting person disclaims beneficial ownership of these securities. This report shall not be deemed an admission of beneficial ownership of these securities, for purposes of Section 16 or for other purposes. |
| (2) | Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Amedisys, Inc. (the "Company") common stock with vesting conditions based on the Company's compound total shareholder return (TSR) over defined measurement periods. The number of shares of Company common stock earned upon vesting of the RSUs will (i) depend on (a) the actual compound TSR achieved and (b) the applicable measurement period and (ii) will range from 17% to 160% of the number of RSUs reported in Column 5 of Table II, assuming the reporting person remains continuously employed by the Company through the vesting date. |
| (3) | The shares awarded are subject to service-based vesting conditions and will vest in equal, one-third increments on each of April 1, 2014, April 1, 2015 and April 1, 2016, provided that the reporting person remains employed by the issuer on each such date. |
| (4) | Includes 390 shares acquired by the reporting person under the Amedisys, Inc. 401(k) Plan since the date of the reporting person's last report. |
| (5) | Includes 1,145 shares acquired by the reporting person under the Amedisys, Inc. Employee Stock Purchase Plan since the date of the reporting person's last report. |
| (6) | This Form 4 is hereby amended to add an additional 41,698 shares of common stock issued upon the conversion of fully-vested Restricted Stock Units ("RSUs") previously issued to the reporting person on April 1, 2008 (14,504 RSUs) and on February 17, 2009 (27,194 RSUs). The RSU award agreement between the issuer and the reporting person provided that the shares of common stock underlying the vested RSUs would not be delivered to the reporting person until April 1, 2013. For more information, refer to (i) the reporting person's Form 4s dated April 3, 2008 (as amended on June 10, 2008) and February 18, 2009 and (ii) the issuer's 2009 Proxy Statement on Form DEF 14A dated April 28, 2009. |
| (7) | The share total indicated is hereby amended to add an additional 11,405 shares of common stock withheld to satisfy tax obligations upon delivery of the shares of common stock described in Footnote 6 hereto. |
| (8) | Each RSU represents a contingent right to receive one share of the issuer's common stock. 14,504 of the total RSUs were issued to the reporting person on Aprl 1, 2008, and 27,194 of the total RSUs were issued to the reporting person on February 17, 2009. The RSUs vested in three equal installments on April 1, 2009, April 1, 2010 and April 1, 2011. The shares of common stock underlying the fully-vested RSUs were not issued to the reporting person until April 1, 2013, in accordance with the terms of the RSU award agreement between the issuer and the reporting person. |