SEC Form 4
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
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*
PACKER RICHARD A
(Last) (First) (Middle)
C/O ZOLL MEDICAL CORPORATION
269 MILL ROAD
(Street)
CHELMSFORD MA 01824
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ZOLL MEDICAL CORP [ ZOLL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/26/2012
4. If Amendment, Date of 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
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 04/26/2012 U(4) 57,350 D $93 0 D
Common Stock 04/26/2012 D 10,985(1) D $93 0 D
Common Stock 04/26/2012 F 6,015 D $0 0 D
Common Stock 04/26/2012 M 9,000 A $18.38 9,000 D
Common Stock 04/26/2012 M 75,000 A $11.255 84,000 D
Common Stock 04/26/2012 M 100,000 A $20.225 184,000 D
Common Stock 04/26/2012 M 50,000 A $23.05 234,000 D
Common Stock 04/26/2012 M 50,000 A $22.05 284,000 D
Common Stock 04/26/2012 M 60,000 A $20.23 344,000 D
Common Stock 04/26/2012 M 95,000 A $30.27 439,000 D
Common Stock 04/26/2012 M 35,000 A $37.67 474,000 D
Common Stock 04/26/2012 D 474,000(2) D $93 0 D
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 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
Stock Option $18.38 04/26/2012 M 9,000 04/16/2004(3) 04/16/2013 Common Stock 9,000 $0 0 D
Stock Option $11.255 04/26/2012 M 75,000 11/15/2006(3) 11/15/2015 Common Stock 75,000 $0 0 D
Stock Option $20.225 04/26/2012 M 100,000 11/14/2007(3) 11/14/2016 Common Stock 100,000 $0 0 D
Stock Option $23.05 04/26/2012 M 50,000 11/14/2008(3) 11/14/2017 Common Stock 50,000 $0 0 D
Stock Option $22.05 04/26/2012 M 50,000 11/11/2009(3) 11/11/2018 Common Stock 50,000 $0 0 D
Stock Option $20.23 04/26/2012 M 60,000 11/10/2010(3) 11/10/2019 Common Stock 60,000 $0 0 D
Stock Option $30.27 04/26/2012 M 95,000 11/16/2011(3) 11/16/2020 Common Stock 95,000 $0 0 D
Stock Option $37.67 04/26/2012 M 35,000 11/15/2012(3) 11/15/2021 Common Stock 35,000 $0 0 D
Explanation of Responses:
1. These restricted stock awards vested in full and were cancelled immediately prior to the effective time of the merger (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated March 12, 2012, by and among ZOLL Medical Corporation, Asahi Kasei Corporation, Asahi Kasei Holdings US, Inc. and Asclepius Subsidiary Corporation (the "Merger Agreement") in exchange for an aggregate cash payment equal to the number of shares of ZOLL Medical Corporation's common stock underlying such restricted stock awards multiplied by the per share purchase price of $93.00.
2. Disposed of at the effective time of the Merger pursuant to the terms of the Merger Agreement.
3. Represents options under ZOLL Medical Corporation's Amended and Restated 2001 Stock Incentive Plan that were either fully exercisable or accelerated in full and exercised pursuant to the terms of the Merger Agreement.
4. 50,000 of such shares were donated by the reporting person to a charitable gift fund.
/s/ Maureen Callahan, By Power of Attorney 04/30/2012
** 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.
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