Edgar Filing: KUNTZ THORNTON A JR

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 ^*

KUNTZ THORNTON A JR

2. Issuer Name and Ticker or Trading Symbol
MATRIA HEALTHCARE INC [MATR]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP-Human Resources

(Last)

(First)

(Middle)

1850 PARKWAY PLACE

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2005

(Street)

MARIETTA, GA 30067

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock ⁽¹⁾	08/08/1988		J		0	A	$ 0	4,401	D

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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

Option (right to buy)

$ 34

03/28/1996

3,751

03/28/1999

03/28/2006

Common Stock

3,751

$ 34

3,751

Option (right to buy)

$ 26.75

10/20/1997

4,313

04/01/2000

10/20/2007

Common Stock

4,313

$ 26.75

4,313

Option (right to buy)

$ 21

02/24/1998

4,823

02/24/2002

02/24/2008

Common Stock

4,823

$ 21

4,823

Option (right to buy)

$ 16.5

01/19/1999

4,325

01/19/2002

01/19/2009

Common Stock

4,325

$ 16.5

4,325

Option (right to buy)

$ 21.5

02/23/2000

4,031

02/23/2004

02/23/2010

Common Stock

4,031

$ 21.5

4,031

Option (right to buy)

$ 14.63

02/16/2001

4,031

02/16/2005

02/16/2011

Common Stock

4,031

$ 14.63

4,031

Option (right to buy)

$ 15.85

05/24/2001

1,000

05/24/2005

05/24/2011

Common Stock

1,000

$ 15.85

1,000

Option (right to buy)

$ 18.91

07/24/2001

3,000

07/24/2005

07/24/2011

Common Stock

3,000

$ 18.91

3,000

Option (right to buy) ⁽²⁾

$ 18.55

02/19/2002

2,857

02/19/2006

02/19/2012

Common Stock

2,857

$ 18.55

2,857

Option (right to buy) ⁽³⁾

$ 8.76

03/12/2003

5,750

03/12/2008

03/12/2013

Common Stock

5,750

$ 8.76

5,750

Option (right to buy) ⁽⁴⁾

$ 20.37

12/18/2003

14,481

12/18/2008

12/18/2013

Common Stock

14,481

$ 20.37

14,481

Option (right to buy) ⁽⁵⁾

$ 25.18

08/11/2004

6,000

06/08/2010

08/11/2014

Common Stock

6,000

$ 25.18

6,000

Option (right to buy) ⁽⁶⁾

$ 29.97

06/08/2005

7,500

06/08/2010

06/08/2015

Common Stock

7,500

$ 29.97

7,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KUNTZ THORNTON A JR 1850 PARKWAY PLACE MARIETTA, GA 30067			VP-Human Resources

Signatures

Roberta L. McCaw, Attorney in Fact for Thornton A. Kuntz		07/05/2005
^**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)	No transaction to report.
(2)	Granted 2/19/2002 with full vesting to occur no later than 4 years from 2/19/2002 and no sooner than 2 years form 2/19/02 with acceleration based on Matria's performance.
(3)	Granted 3/12/2003 and vests 20% per annum thereafter.
(4)	Granted 12/18/2003 and vests 20% per annum thereafter.
(5)	Granted 08/11/2004 and vests 20% per annum thereafter.
(6)	Granted 6/08/2005 and vests 20% per annum thereafter.

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