Edgar Filing: APRIA HEALTHCARE GROUP 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 ^*

Ingram William Jeffrey

2. Issuer Name and Ticker or Trading Symbol
APRIA HEALTHCARE GROUP INC [AHG]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, Sales

(Last)

(First)

(Middle)

C/O APRIA HEALTHCARE GROUP INC., 26220 ENTERPRISE COURT

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2007

(Street)

LAKE FOREST, CA 92630

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	03/07/2007		M⁽¹⁾		5,000	A	$ 25.96	9,428	D
Common Stock	03/07/2007		S		5,000	D	$ 30.4558 ⁽²⁾	4,428	D
Common Stock	03/07/2007		M⁽³⁾		10,000	A	$ 24.01	14,428	D
Common Stock	03/07/2007		S		10,000	D	$ 30.4558 ⁽²⁾	4,428	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

Employee Stock Option (Right to Buy)

$ 25.96

03/07/2007

M⁽¹⁾

5,000

05/25/2002⁽⁴⁾

05/24/2011

Common Stock

5,000

$ 0

Employee Stock Option (Right to Buy)

$ 24.01

03/07/2007

M⁽³⁾

10,000

01/02/2003⁽⁵⁾

01/01/2012

Common Stock

10,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ingram William Jeffrey C/O APRIA HEALTHCARE GROUP INC. 26220 ENTERPRISE COURT LAKE FOREST, CA 92630			EVP, Sales

Signatures

William Jeffrey Ingram by Raoul Smyth, Attorney-In-Fact		03/09/2007
^**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)	Exercise of options granted under the issuer's 1998 Nonqualified Stock Incentive Plan.
(2)	Average sale price for all sales of common stock made by the Reporting Person on March 7, 2007. Actual amounts of stock sold and the prices received therefore were as follows: 1,600 shares at $30.48, 1,600 shares at $30.47, 700 shares at $30.46, 11,100 shares at $30.45.
(3)	Exercise of options granted under the issuer's 1992 Stock Incentive Plan.
(4)	This award vested in three annual increments, with the last increment vesting on May 25, 2004.
(5)	This award vested in three annual increments, with the last increment vesting on January 2, 2005.

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