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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Miller III William F 		2. Issuer Name and Ticker or Trading Symbol

LINCARE HOLDINGS INC [ LNCR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

19387 US 19 NORTH 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/13/2012
(Street)

CLEARWATER, FL 33764
(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   8/13/2012     D    66000   D $41.50   (1) 0   D    

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
Stock Options (right to buy)   $28.22   8/13/2012     D         108000    1/1/2009   (2) 8/30/2013   Common Stock   108000     (5) 0   D    
Stock Options (right to buy)   $26.02   8/13/2012     D         36000    12/1/2008   (3) 5/31/2015   Common Stock   36000     (5) 0   D    
Stock Options (right to buy)   $20.38   8/13/2012     D         36000    11/1/2012   (4) 12/1/2017   Common Stock   36000     (5) 0   D    

Explanation of Responses:
( 1)  Pursuant to a merger agreement between the issuer and Linde US Inc., all restricted shares of common stock that had not previously vested were converted into the right to receive the merger consideration of $41.50 per share in cash.
( 2)  Stock options vest in three equal installments on 01/01/2007, 01/01/2008 and 01/01/2009.
( 3)  Stock options vest 100% on 12/01/2008.
( 4)  Stock options vest in three equal installments on 11/01/2010, 11/01/2011 and 11/01/2012.
( 5)  Pursuant to a merger agreement between the issuer and Linde US Inc., all stock options, whether vested or unvested, were cancelled and converted into the right to receive a cash payment of $41.50 less the exercise price per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Miller III William F
19387 US 19 NORTH
CLEARWATER, FL 33764 		X



Signatures
W.F. Miller III by P.G. Gabos as attorney in fact 8/13/2012
** 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 control number.
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