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 *

Windley Rodney D 		2. Issuer Name and Ticker or Trading Symbol

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

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Chairman
(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    54345   D   (1) 0   D  
 
Common Stock   2/2/2015     D    348689   D   (1) 0   I   by Rodney D. Windley Revocable Trust UAD 4/4/08, Rodney D. Windley Trustee  
Common Stock   2/2/2015     D    112269   D   (1) 0   I   by trust  

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)   (2) (3) $10.24   2/2/2015     D         250000      (4) 4/4/2020   Common stock   250000   $0   0   D  
 
Employee stock option (right to buy)   (2) (3) $10.89   2/2/2015     D         375000      (4) 2/19/2021   Common stock   375000   $0   0   D  
 
Common Stock Units   $0   (5) 2/2/2015     D         35415      (6)   (6) Common Stock   35415   $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"). On February 02, 2015, the effective date of the Merger, 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").
( 2)  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) and
( 3)  (cont'd) (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.
( 4)  The options vest in three equal installments as follows: (1) 1/3 of the options vests at any time after the grant date that the 30-day average closing price of the Issuer's common stock equals or exceeds $14.00 per share, provided that the reporting person's service with the Issuer has not terminated before the first anniversary of the grant date; (2) 1/3 of the options vests at any time after the grant date that the 30-day average closing price of the Issuer's common stock equals or exceeds $16.00 per share, provided that the reporting person's service with the Issuer has not terminated before the second anniversary of the grant date; and (3) 1/3 of the options vests at any time after the grant date that the 30-day average closing price of the Issuer's common stock equals or exceeds $18.00 per share, provided that the reporting person's service with the Issuer has not terminated before the third anniversary of the grant date, which was 4/4/2013.
( 5)  On February 2, 2015, the effective date of the Merger, each common stock unit of Gentiva Health Services, Inc. was exchanged for the Merger Consideration, subject to withholding taxes.
( 6)  The common stock units are convertible upon the date of termination of service to the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Windley Rodney D
3350 RIVERWOOD PKWY, SUITE 1400
ATLANTA, GA 30339 		X
Executive Chairman

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.
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