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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lane Curtis C/O MTS HEALTH INVESTORS II, L.P. 623 FIFTH AVENUE, 15TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| /s/ Curtis S. Lane | 08/03/2010 | |
| **Signature of Reporting Person | Date |
| * | 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) | This transaction was executed in multiple trades at prices ranging from $3.88 to $4.14. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. |
| (2) | These securities are owned by MTS Health Investors II, L.P. ("MTS"). MTS Health Investors II GP Holdings, LLC is the Class A member of MTS Health Investors II GP, LLC ("MTS GP"), which is the general partner of MTS. Each may be deemed to beneficially own these shares because they have discretionary authority and control over all of the assets of MTS pursuant to a partnership agreement for MTS. These securities may be deemed beneficially owned by Mr. Lane by virtue of being a managing member of MTS Health Investors, LLC. Mr. Lane disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission that Mr. Lane has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |
| (3) | These securities are owned by OCM Principal Opportunities Fund IV, L.P. and Alliance-Oaktree Co-Investors, LLC. OCM Principal Opportunities Fund IV, L.P., Alliance-Oaktree Co-Investors, LLC, MTS, MTS I LLC and MTS II LLC are parties to a Stockholders' Agreement, dated April 16, 2007, which provides for certain terms regarding voting and disposal of the shares of the Issuer owned by the parties. Because of this agreement, these securities may be considered beneficially owned by MTS, MTS I LLC and MTS II LLC as members of a "group" as defined under Rule 13d-5(b)(1) of the Securities Exchange Act of 1934. Mr. Lane disclaims beneficial ownership of the securities reported herein, and the inclusion of these securities in this report shall not be deemed to be an admission that Mr. Lane has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |
| (4) | This transaction was executed in multiple trades at prices ranging from $4.24 to $4.25. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. |
| (5) | These securities are owned by Alliance-MTS Co-Investors I, LLC ("MTS I LLC"). These securities may be deemed beneficially owned by Mr. Lane by virtue of being a managing member of MTS Health Investors, LLC, an affiliate of MTS GP. MTS GP is managing member of MTS I LLC and may be deemed to beneficially own the shares held by MTS I LLC because MTS has discretionary authority and control over all of the assets of MTS I LLC pursuant to the Limited Liability Company Agreement. Mr. Lane disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission that Mr. Lane has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |
| (6) | These securities are owned by Alliance-MTS Co-Investors II, LLC ("MTS II LLC"). These securities may be deemed beneficially owned by Mr. Lane by virtue of being a managing member of MTS Health Investors, LLC, an affiliate of MTS GP. MTS GP is managing member of MTS II LLC and may be deemed to beneficially own the shares held by MTS II LLC because MTS has discretionary authority and control over all of the assets of MTS II LLC pursuant to the Limited Liability Company Agreement. Mr. Lane disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission that Mr. Lane has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. |