4//SEC Filing
LANASA JOSEPH A III 4
Accession 0000769993-03-000523
CIK 0000874265other
Filed
Sep 18, 8:00 PM ET
Accepted
Sep 19, 5:03 PM ET
Size
15.9 KB
Accession
0000769993-03-000523
Insider Transaction Report
Form 4
LANASA JOSEPH A III
Director
Transactions
- Sale
Common Stock
2003-09-17$23.65/sh−12,500$295,625→ 3,988,599 total(indirect: See Footnotes) - Sale
Common Stock
2003-09-17$23.68/sh−25,000$592,000→ 4,001,099 total(indirect: See Footnotes) - Sale
Common Stock
2003-09-18$23.45/sh−144,568$3,390,120→ 3,828,531 total(indirect: See Footnotes) - Sale
Common Stock
2003-09-17$23.64/sh−3,200$75,658→ 3,973,099 total(indirect: See Footnotes) - Sale
Common Stock
2003-09-17$23.60/sh−12,300$290,280→ 3,976,299 total(indirect: See Footnotes)
Holdings
- 79,649(indirect: See Footnotes)
Series A Convertible Preferred Stock
Exercise: $20.33→ Common Stock (391,781 underlying) - 2,500(indirect: See Footnotes)
Stock Option (right to buy)
Exercise: $16.80Exp: 2012-10-02→ Common Stock (2,500 underlying) - 25,000(indirect: See Footnotes)
Stock Option (right to buy)
Exercise: $20.33Exp: 2011-10-02→ Common Stock (25,000 underlying)
Footnotes (5)
- [F1]The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is an indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.
- [F2]The securities reported herein as sold were sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Genesis Health Ventures, Inc. (the "Company"). Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 3,828,531 shares of common stock, par value $.02 per share of the Company.
- [F3]Each share of Series A Convertible Preferred Stock of Genesis Health Ventures, Inc. ("Series A Preferred") is convertible, at any time, at the option of the holder into the number of shares of the Company's common stock which results from dividing (x) the liquidation preference of $100 per each such share plus all accrued and unpaid dividends by (y) the conversion price per share of $20.33. The Series A Preferred accrues dividends at the annual rate of 6% payable in additional shares of Series A Preferred. The Company has the right to convert all of the shares of Series A Preferred to shares of common stock at any time after October 2, 2002, when the average trading price of the Company's common stock over the immediately preceding 30 days is $30.00 or more per share. The Series A Preferred are subject to mandatory redemption on October 2, 2010.
- [F4]Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 79,649 shares of Series A Preferred. Increase attributed to accrued pay-in-kind dividends on the Series A Preferred.
- [F5]These options were granted pursuant to the Genesis Health Ventures, Inc. 2001 Stock Option Plan to the Reporting Person. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. The options are immediately exercisable.
Documents
Issuer
GENESIS HEALTH VENTURES INC /PA
CIK 0000874265
Entity typeother
Related Parties
1- filerCIK 0001160212
Filing Metadata
- Form type
- 4
- Filed
- Sep 18, 8:00 PM ET
- Accepted
- Sep 19, 5:03 PM ET
- Size
- 15.9 KB