- Statement of Changes in Beneficial Ownership (4)

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	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 * Whitfield Theodore K JR	2. Issuer Name and Ticker or Trading Symbol CHATTEM INC [ CHTT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) VP and General Counsel
(Last)          (First)          (Middle) 1715 W. 38TH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 2/9/2010
(Street) CHATTANOOGA, TN 37409 (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	2/9/2010		U		2000	D	$93.5	0	D
Common Stock	2/9/2010		U		161	D	$93.5	0	I	By 401(K) Plan

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
2005 Stock Option (right to buy)	$38.0700							(1)	1/30/2012	Common Stock	8000		8000	D
2005 Stock Option (right to buy)	$42.0900							(2)	4/20/2012	Common Stock	15000		15000	D
2005 Stock Option (right to buy)	$59.7700							(1)	4/25/2013	Common Stock	12500		12500	D
2005 Stock Option (right to buy)	$70.9500							(1)	4/30/2014	Common Stock	12000		12000	D
2009 Stock Option (right to buy)	$55.5395							(1)	4/29/2015	Common Stock	12000		12000	D

Explanation of Responses:
( 1)	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.
( 2)	Effective November 30, 2005, the options were fully vested pursuant to an amendment to the grant agreement under which such options were granted.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Whitfield Theodore K JR 1715 W. 38TH STREET CHATTANOOGA, TN 37409			VP and General Counsel

Signatures
By: /s/ Theodore K. Whitfield, Jr.		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.
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