- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * STACY BILL W	2. Issuer Name and Ticker or Trading Symbol CHATTEM INC [ CHTT ]	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) WILLIAMS ISLAND FERRY RD	3. Date of Earliest Transaction (MM/DD/YYYY) 2/23/2007
(Street) CHATTANOOGA, TN 37404 (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	2/23/2007		P		350	A	$55.71	14109   (1)	D
Common Stock	2/9/2010		U		14081	D	$93.50	28	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
1999 Stock Option (right to buy)	$37.0600							(2)	4/12/2016	Common Stock	1000		1000	D
1999 Stock Option (right to buy)	$43.7800							(2)	4/13/2015	Common Stock	500		500	D
1999 Stock Option (right to buy)	$59.7300							(2)	4/11/2017	Common Stock	2000		2000	D
1999 Stock Option (right to buy)	$70.3500							(2)	4/9/2018	Common Stock	2000		2000	D
1999 Stock Option (right to buy)	$52.37							(2)	4/8/2019	Common Stock	2000		2000	D

Explanation of Responses:
( 1)	Reflects total beneficial ownership on February 9, 2010, which includes the 350 shares acquired on February 23, 2007. All Form 4s filed on behalf of the reporting person after February 23, 2007 and prior to the date of this filing are hereby amended to include these previously unreported shares.
( 2)	The options became fully vested and exercisable in accordance with their terms on February 9, 2010, upon the consummation of the tender offer commenced by River Acquisition Corp., an indirect wholly-owned subsidiary of sanofi-aventis, for all outstanding shares of common stock of Chattem, Inc. at $93.50 per share, net to the sellers in cash without interest, less any required withholding taxes.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STACY BILL W WILLIAMS ISLAND FERRY RD CHATTANOOGA, TN 37404	X

Signatures
By: /s/ Theodore K. Whitfield For: Bill W. Stacy		2/11/2010
** 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.