WELCH COLLEEN CONWAY 4

4 · REHABCARE GROUP INC · Filed Jun 1, 2011

Form 4Exit

Period: 2011-06-01

Director

Transactions

Disposition to Issuer
Common Stock
[F1]
2011-06-01−21,002→ 0 total
Disposition to Issuer
Stock options
[F2]
2011-06-01−7,000→ 0 total
Exercise: $25.09From: 2002-07-14Exp: 2012-01-14→ Common Stock (7,000 underlying)
Disposition to Issuer
Stock options
[F2]
2011-06-01−6,300→ 0 total
Exercise: $18.93From: 2003-07-16Exp: 2013-01-16→ Common Stock (6,300 underlying)
Disposition to Issuer
Stock options
[F2]
2011-06-01−7,500→ 0 total
Exercise: $24.80From: 2004-07-14Exp: 2014-01-14→ Common Stock (7,500 underlying)
Disposition to Issuer
Stock options
[F2]
2011-06-01−7,500→ 0 total
Exercise: $26.50From: 2005-07-14Exp: 2015-01-14→ Common Stock (7,500 underlying)
Disposition to Issuer
Stock options
[F2]
2011-06-01−7,500→ 0 total
Exercise: $18.73From: 2006-07-17Exp: 2016-01-17→ Common Stock (7,500 underlying)

Footnotes (2)

[F1]Pursuant to the Agreement and Plan of Merger, by and among Kindred Healthcare, Inc., Kindred Healthcare Development, Inc., and RehabCare Group, Inc., dated as of February 7, 2011 (as amended, the "Merger Agreement"), at the effective time of the merger each share of common stock was cancelled and converted automatically into the right to receive $26.00 in cash and 0.471 shares of Kindred Healthcare, Inc. common stock. Pursuant to the Merger Agreement, each restricted share of common stock held by the Reporting Person vested and became free of any restrictions, and was cancelled and converted into the right to receive $26.00 in cash and 0.471 shares of Kindred Healthcare, Inc. common stock.
[F2]Pursuant to the Merger Agreement, each stock option outstanding immediately prior to the effective time of the merger were canceled in exchange for the right to receive an amount in cash equal to the product of (1) the number of shares of RehabCare common stock subject to the option and (2) the excess, if any, of (a) the sum of (i) 0.471 multiplied by the volume-weighted average price of the Kindred Healthcare, Inc. common stock as reported by the NYSE for the five trading days prior to the closing of the merger and (ii) $26.00, over (b) the exercise price per share of the stock option.

Signature

/s/ Patricia S. Williams, Attorney-in-Fact|2011-06-01

Documents

1 file