FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Camperlengo John N
2. Issuer Name and Ticker or Trading Symbol

GENTIVA HEALTH SERVICES INC [ GTIV ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, General Counsel & Secty
(Last)          (First)          (Middle)

3350 RIVERWOOD PKWY, SUITE 1400
3. Date of Earliest Transaction (MM/DD/YYYY)

2/2/2015
(Street)

ATLANTA, GA 30339
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/2/2015     D    168387.731   (1) D   (2) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee stock option (right to buy)   (3) (4) $11.46   2/2/2015     D         14466      (5) 2/19/2020   Common stock   14466   $0   0   D  
 
Employee stock option (right to buy)   (3) (4) $10.89   2/2/2015     D         25600      (6) 2/19/2021   Common stock   25600   $0   0   D  
 
Employee stock option (right to buy)   (3) (4) $26.43   2/2/2015     D         30000      (7) 2/3/2019   Common stock   30000   $0   0   D  
 
Employee stock option (right to buy)   (3) (4) $25.61   2/2/2015     D         14300      (7) 1/6/2017   Common stock   14300   $0   0   D  
 
Employee stock option (right to buy)   (3) (4) $26.58   2/2/2015     D         15600      (7) 1/5/2018   Common stock   15600   $0   0   D  
 

Explanation of Responses:
( 1)  On February 2, 2015, Kindred Healthcare, Inc., a Delaware corporation ("Kindred"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger between the Issuer, Kindred and Kindred Healthcare Development 2, Inc., a Delaware corporation and a wholly-owned subsidiary of Kindred ("Merger Sub"), dated as of October 9, 2014 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Kindred (the "Merger"). The number reported consists of the following: (i) 83,188 shares held directly by the reporting person, (ii) 32,400 shares of restricted stock that vested 100% as a result of the Merger, and (iii) 52,800 shares of restricted stock that did not vest as a result of the Merger. The Merger is more fully described in the Issuer's proxy statement/prospectus, dated December 18, 2014.
( 2)  Pursuant to the Merger Agreement, on February 02, 2015, the effective date of the Merger, (i) each share held by the reporting person was exchanged for $14.50 in cash, without interest (the "Cash Consideration"), and 0.257 of a share of Kindred common stock (the "Stock Consideration" and together with the Cash Consideration, the "Merger Consideration"); (ii) each share of restricted stock that vested as a result of the Merger was exchanged for the Merger Consideration, subject to withholding taxes; and (iii) each share of restricted stock that did not vest as a result of the Merger received merger consideration in the form of a Kindred restricted cash award in the amount of the Cash Consideration and Kindred restricted shares in the amount of the Stock Consideration.
( 3)  Pursuant to the Merger Agreement, on February 2, 2015, the effective date of the Merger, (i) each Issuer option that was outstanding immediately prior to the effective time with a per share exercise price below the sum of (a) the value of the Stock Consideration (based on the average closing price per share of Kindred common stock on the New York Stock Exchange for the ten consecutive trading days ending immediately prior to the closing date of the Merger (the "Kindred Closing Price")) and (b) the Cash Consideration, that is or will become vested as a result of the Merger, was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration less the exercise price, subject to withholding taxes; and (ii) each Issuer option that was outstanding immediately prior to the effective time with a per share exercise price at or above the sum of (a) the value of the Stock Consideration (based on the Kindred Closing Price)
( 4)  (cont'd) and (b) the Cash Consideration or that will not vest as a result of the Merger was converted into an option to purchase a number of shares of Kindred common stock determined by multiplying the number of shares of Gentiva common stock subject to such Gentiva option by a fraction, the numerator of which is the sum of (A) the product of the Stock Consideration multiplied by the Kindred Closing Price and (B) the Cash Consideration and the denominator of which is the Kindred Closing Price.
( 5)  The options vest in three equal annual installments beginning on the first anniversary of the date of grant, which was February 19, 2013.
( 6)  The options vest in three equal annual installments beginning on the first anniversary of the date of grant, which was February 19, 2014.
( 7)  The options are fully vested and exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Camperlengo John N
3350 RIVERWOOD PKWY, SUITE 1400
ATLANTA, GA 30339


SVP, General Counsel & Secty

Signatures
David Brown, by power of attorney 2/4/2015
** 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 control number.
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