| FORM 4 | 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GENZYME CORP [ GENZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
06/30/2003 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Genzyme Biosurgery common stock (GZBX) | 06/30/2003 | J ( 1 ) | 729 | D | 0 | 0 | D | |||
| Genzyme Biosurgery common stock (GZBX) | 06/30/2003 | J ( 1 ) | 40 | D | 0 | 0 | I | By 401(k) | ||
| Genzyme General common stock (GENZ) | 06/30/2003 | J ( 1 ) | 35 | A | 0 | 10478 | D | |||
| Genzyme General common stock (GENZ) | 06/30/2003 | J ( 1 ) | 1 | A | 0 | 10479 | D | |||
| Genzyme General common stock (GENZ) | 06/30/2003 | J ( 1 ) | 1 | A | 0 | 2850 | I | By 401(k) | ||
| Genzyme Molecular Oncology common stock (GZMO) | 06/30/2003 | J ( 1 ) | 21 | D | 0 | 0 | D | |||
| Genzyme Molecular Oncology common stock (GZMO) | 06/30/2003 | J ( 1 ) | 4 | D | 0 | 0 | I | By 401(k) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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 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: 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 | ||||||||
| Genzyme General NQ stock option (righ to buy) | 126.60 | 06/30/2003 | J | 791 ( 2 ) | 05/31/2001 ( 5 ) | 05/31/2011 | Genzyme General common stock (GENZ) | 791 | $0 | 791 | D | ||||
| Genzyme General NQ stock option (right to buy) | 460.06 | 06/30/2003 | J | 254 ( 2 ) | 02/02/1999 ( 8 ) | 02/02/2008 | Genzyme General common stock (GENZ) | 254 | $0 | 254 | D | ||||
| Genzyme General NQ stock option (right to buy) | 392.12 | 06/30/2003 | J | 42 ( 2 ) | 05/28/1998 ( 5 ) | 05/28/2008 | Genzyme General common stock (GENZ) | 42 | $0 | 42 | D | ||||
| Genzyme General NQ stock option (right to buy) | 124.69 | 06/30/2003 | J | 143 ( 2 ) | 05/28/1998 ( 5 ) | 05/28/2008 | Genzyme General common stock (GENZ) | 143 | $0 | 143 | D | ||||
| Genzyme General NQ stock option (right to buy) | 467.55 | 06/30/2003 | J | 144 ( 2 ) | 01/25/2001 ( 6 ) | 01/25/2009 | Genzyme General common stock (GENZ) | 144 | $0 | 144 | D | ||||
| Genzyme General NQ stock option (right to buy) | 95.84 | 06/30/2003 | J | 488 ( 2 ) | 01/25/2001 ( 6 ) | 01/25/2009 | Genzyme General common stock (GENZ) | 488 | $0 | 488 | D | ||||
| Genzyme General NQ stock option (right to buy) | 223.26 | 06/30/2003 | J | 287 ( 2 ) | 08/26/1999 ( 9 ) | 08/26/2009 | Genzyme General common stock (GENZ) | 287 | $0 | 287 | D | ||||
| Genzyme General NQ stock option (right to buy) | 226.76 | 06/30/2003 | J | 343 ( 2 ) | 05/25/2000 ( 5 ) | 05/25/2010 | Genzyme General common stock (GENZ) | 343 | $0 | 343 | D | ||||
| Genzyme General NQ stock option (right to buy) | 135.29 | 06/30/2003 | J | 592 ( 2 ) | 07/17/2001 ( 7 ) | 02/09/2011 | Genzyme General common stock (GENZ) | 592 | $0 | 592 | D | ||||
| Genzyme General NQ stock option (right to buy) | 274.32 | 06/30/2003 | J | 505 ( 2 ) | 05/31/2001 ( 5 ) | 05/31/2011 | Genzyme General common stock (GENZ) | 505 | $0 | 505 | D | ||||
| Genzyme General NQ stock option (right to buy) | 85.75 | 06/30/2003 | J | 954 ( 2 ) | 05/30/2002 ( 5 ) | 05/30/2012 | Genzyme General common stock (GENZ) | 954 | $0 | 954 | D | ||||
| Genzyme General NQ stock option (right to buy) | 41.51 | 06/30/2003 | J | 830 ( 2 ) | 05/30/2002 ( 5 ) | 05/30/2012 | Genzyme General common stock (GENZ) | 830 | $0 | 830 | D | ||||
| Molecular Oncology ISO stock option (right to buy) | 3.63 | 06/30/2003 | J | 2500 ( 2 ) | 12/23/1999 ( 3 ) | 12/23/2008 | Genzyme Molecular Oncology common stock (GZMO) | 2500 | $0 | 0 | D | ||||
| Molecular Oncology NQ stock option (right to buy) | 7.00 | 06/30/2003 | J | 2554 ( 2 ) | 05/28/1998 ( 5 ) | 05/28/2008 | Genzyme Molecular Oncology common stock (GZMO) | 2554 | $0 | 0 | D | ||||
| Molecular Oncology NQ stock option (right to buy) | 5.38 | 06/30/2003 | J | 8694 ( 2 ) | 01/25/2001 ( 6 ) | 01/25/2009 | Genzyme Molecular Oncology common stock (GZMO) | 8694 | $0 | 0 | D | ||||
| Molecular Oncology NQ stock option (right to buy) | 12.73 | 06/30/2003 | J | 6125 ( 2 ) | 05/25/2000 | 05/25/2010 | Genzyme Molecular Oncology common stock (GZMO) | 6125 | $0 | 0 | D | ||||
| Molecular Oncology NQ stock option (right to buy) | 15.40 | 06/30/2003 | J | 9000 ( 2 ) | 05/31/2001 ( 5 ) | 05/31/2011 | Genzyme Molecular Oncology common stock (GZMO) | 9000 | $0 | 0 | D | ||||
| Molecular Oncology NQ stock option (right to buy) | 2.33 | 06/30/2003 | J | 14800 ( 2 ) | 05/30/2002 ( 5 ) | 05/30/2012 | Genzyme Molecular Oncology common stock (GZMO) | 14800 | $0 | 0 | D | ||||
| Biosurgery ISO stock option (right to buy) | 6.90 | 06/30/2003 | J | 838 ( 2 ) | 12/23/1999 ( 3 ) | 12/23/2008 | Genzyme Biosurgery common stock (GZBX) | 838 | $0 | 0 | D | ||||
| Biosurgery NQ stock option (right to buy) | 22.75 | 06/30/2003 | J | 5154 ( 2 ) | 02/02/1999 ( 3 ) | 02/02/2008 | Genzyme Biosurgery common stock (GZBX) | 5154 | $0 | 0 | D | ||||
| Biosurgery NQ stock option (right to buy) | 19.39 | 06/30/2003 | J | 856 ( 2 ) | 05/28/1998 ( 5 ) | 05/28/2008 | Genzyme Biosurgery common stock (GZBX) | 856 | $0 | 0 | D | ||||
| Biosurgery NQ stock option (right to buy) | 23.12 | 06/30/2003 | J | 2914 ( 2 ) | 01/25/2001 ( 6 ) | 01/25/2009 | Genzyme Biosurgery common stock (GZBX) | 2914 | $0 | 0 | D | ||||
| Biosurgery NQ stock option (right to buy) | 11.04 | 06/30/2003 | J | 5817 ( 4 ) | 08/26/1999 ( 4 ) | 08/26/2009 | Genzyme Biosurgery common stock (GZBX) | 5817 | $0 | 0 | D | ||||
| Biosurgery NQ stock option (right to buy) | 6.69 | 06/30/2003 | J | 11974 ( 2 ) | 07/17/2001 ( 7 ) | 02/09/2011 | Genzyme Biosurgery common stock (GZBX) | 11974 | $0 | 0 | D | ||||
| Biosurgery NQ stock option (right to buy) | 6.26 | 06/30/2003 | J | 16000 ( 2 ) | 05/31/2001 ( 5 ) | 05/31/2011 | Genzyme Biosurgery common stock (GZBX) | 16000 | $0 | 0 | D | ||||
| Biosurgery NQ stock option (right to buy) | 4.24 | 06/30/2003 | J | 19300 ( 2 ) | 05/30/2002 ( 5 ) | 05/30/2012 | Genzyme Biosurgery common stock (GZBX) | 19300 | $0 | 0 | D | ||||
| Genzyme General ISO stock option (right to buy) | 139.54 | 06/30/2003 | J | 41 ( 2 ) | 12/23/1999 ( 3 ) | 12/23/2008 | Genzyme General common stock (GENZ) | 41 | $0 | 41 | D | ||||
| Genzyme General ISO stock option (right to buy) | 64.66 | 06/30/2003 | J | 140 ( 2 ) | 12/23/1999 ( 3 ) | 12/23/2008 | Genzyme General common stock (GENZ) | 140 | $0 | 140 | D | ||||
| Explanation of Responses: |
| 1 . On June 30, 2003 all outstanding shares of Genzyme Biosurgery and Genzyme Molecular stock were exchanged for shares of Genzyme General Stock. Genzyme Biosurgery shareholders received .04914 of a share of Genzyme General stock for each Biosurgery share and Genzyme Molecular Oncology shareholders received .05653 of a share of Genzyme General stock for each Molecular Oncology share. |
| 2 . On June 30, 2003 in relation to the elimination of Genzyme's tracking stock structure, all stock options of Genzyme Biosurgery and Genzyme Molecular were exchanged for stock options of Genzyme General. The exchange ratio was based on the closing prices of all three stocks on 6/30/03. Genzyme Biosurgery options were exchanged at a rate of .04945 and Genzyme Molecular Oncology options were exchanged at a rate of .05614. |
| 3 . Options vest in 25% annual increments beginning on the one year anniversary of the original date of grant. |
| 4 . Options vest 20% on August 26, 1999 and in 20% annual increments beginning May 26, 2000. |
| 5 . Options vest in 20% annual increments beginning on the original date of grant. |
| 6 . Options were granted with an exercise price 100% above fair market value, and vest in 1/3 increments on each of Janary 25, 2001, 2002 and 2003. |
| 7 . Options vest in 25% annual increments on July 17, 2001, 2002, 2003 and 2004. |
| 8 . Options vest 25% over four years on each anniversary of the date of grant. |
| 9 . Options vest 20% on 8/26/1999 and in 20% annual increments beginning May 26, 2000. |
| By: Susan P. Cogswell, Attorney-in-Fact | 07/01/2003 | |
| ** 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 Number. | ||