Edgar Filing: KINDRED HEALTHCARE, INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Causby David A

2. Issuer Name and Ticker or Trading Symbol
KINDRED HEALTHCARE, INC [KND]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP & Pres., Kindred at Home

(Last)

(First)

(Middle)

680 SOUTH FOURTH STREET

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2016

(Street)

LOUISVILLE, KY 40202

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/19/2016		M		31,459	A	⁽¹⁾	115,052	D
Common Stock	02/19/2016		F		10,689	D	$ 8.96	104,363	D
Common Stock	02/19/2016		F		2,384	D	$ 8.96	101,979	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹⁾

02/19/2016

9,664

⁽²⁾

Common Stock

9,664

$ 0

6,484

Restricted Stock Units

⁽¹⁾

02/19/2016

21,795

⁽³⁾

Common Stock

21,795

$ 0

35,256

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Causby David A 680 SOUTH FOURTH STREET LOUISVILLE, KY 40202			EVP & Pres., Kindred at Home

Signatures

David A. Causby		02/23/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Restricted stock units convert into common stock on a one-for-one basis.
(2)	On February 2, 2015, pursuant to his Employment Agreement, the reporting person was granted 25,812 restricted stock units, vesting as follows: 9,664 on February 19, 2015; 9,664 on February 19, 2016 and 6,484 on February 19, 2017. Pursuant to his Employment Agreement, these units are subject to full vesting in the event Mr. Causby's employment is terminated (i) by the Issuer for any reason, (ii) by Mr. Causby for Good Reason (as defined in his Employment Agreement), or (iii) by reason of Mr. Causby's death or disability ("Special Termination Vesting").
(3)	On February 2, 2015, pursuant to his Employment Agreement, the reporting person was granted 57,051 restricted stock units, vesting as follows: 21,795 on February 19, 2016 and 35,256 on February 19, 2017. Pursuant to his Employment Agreement, these units are subject to Special Termination Vesting.

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