Sec Form 4 Filing - GUENTHNER C STEVEN @ ALMOST FAMILY INC - 2018-03-31

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FORM 4
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
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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1. Name and Address of Reporting Person
GUENTHNER C STEVEN
2. Issuer Name and Ticker or Trading Symbol
ALMOST FAMILY INC [ AFAM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & PFO
(Last) (First) (Middle)
9510 ORMSBY STATION ROAD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2018
(Street)
LOUISVILLE, KY40223
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/31/2018 F 15,407 ( 12 ) D $ 56 141,182 D
Common Stock 04/01/2018 D 141,182 D 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $ 49.05 04/01/2018 D 9,400 ( 3 ) 03/09/2027 Common Stock 9,400 ( 2 ) 0 D
Option (right to buy) $ 36.03 04/01/2018 D 12,200 ( 4 ) 03/03/2026 Common Stock 12,200 ( 2 ) 0 D
Option (right to buy) $ 37.28 04/01/2018 D 11,500 ( 5 ) 03/01/2025 Common Stock 11,500 ( 2 ) 0 D
Option (right to buy) $ 24.28 04/01/2018 D 14,400 ( 6 ) 03/16/2024 Common Stock 14,400 ( 2 ) 0 D
Option (right to buy) $ 24.16 04/01/2018 D 6,200 ( 8 ) 02/26/2022 Common Stock 6,200 ( 2 ) 0 D
Option (right to buy) $ 20.89 04/01/2018 D 12,400 ( 7 ) 02/28/2023 Common Stock 12,400 ( 2 ) 0 D
Option (right to buy) $ 40.13 04/01/2018 D 3,000 ( 10 ) 12/13/2019 Comnmon Stock 3,000 ( 2 ) 0 D
Option (Right to Buy) $ 33.27 04/01/2018 D 6,900 ( 11 ) 02/08/2019 Common Stock 6,900 ( 2 ) 0 D
Option (right to buy) $ 36.69 04/01/2018 D 4,300 ( 9 ) 03/10/2021 Common Stock 4,300 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GUENTHNER C STEVEN
9510 ORMSBY STATION ROAD
SUITE 300
LOUISVILLE, KY40223
President & PFO
Signatures
/s/ C. Steven Guenthner 04/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated as of November 15, 2017 (the "Merger Agreement"), by and among the Issuer, LHC Group, Inc. ("LHC Group"), and Hammer Merger Sub, Inc., a wholly owned subsidiary of LHC Group ("Merger Sub"), each share of the Issuer's common stock was converted to 0.9150 shares of LHC Group common stock, with any fractional shares being paid out in cash. The shares of common stock of LHC Group had a market value of $61.56 per share as of the close of trading on NASDAQ on March 29, 2018, the last trading day immediately preceding April 1, 2018, the effective date of the merger.
( 2 )Pursuant to the Merger Agreement, each option to purchase shares of the Issuer's common stock, whether vested or unvested, that was outstanding immediately prior to the effective time of the merger was converted into an option to purchase, on the same terms and conditions as were applicable under the Issuer stock option immediately prior to the effective time of the merger, a number of shares of LHC Group common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the total number of shares of Issuer common stock subject to the Issuer option by (y) 0.9150, at a per share exercise price, rounded up to the nearest whole cent, equal to the quotient obtained by dividing (i) the per share exercise price for each share of Issuer common stock subject to the Issuer option by (ii) 0.9150.
( 3 )This option would have vested in four equal annual installments beginning March 10, 2017; however, the vesting of this option was accelerated in connection with the transactions contemplated by the Merger Agreement.
( 4 )This option would have vested in four equal annual installments beginning March 4, 2016; however, the vesting of this option was accelerated in connection with the transactions contemplated by the Merger Agreement.
( 5 )This option would have vested in four equal annual installments beginning March 2, 2015; however, the vesting of this option was accelerated in connection with the transact ions contemplated by the Merger Agreement.
( 6 )This option became vested in four equal annual installments beginning March 17, 2014.
( 7 )This option became vested in four equal annual installments beginning March 1, 2013.
( 8 )This option became vested in four equal annual installments beginning February 27, 2012.
( 9 )This option became vested in four equal annual installments beginning March 11, 2011.
( 10 )This option became vested in four equal annual installments beginning December 14, 2009.
( 11 )This option became vested in four equal annual installments beginning February 9, 2009.
( 12 )Payment of tax liability by delivery of securities in connection with vesting of previously issued shares of restricted stock in accordance with Rule 16b-3.

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