SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BURTON DONALD W

(Last)

(First)

(Middle)

614 WEST BAY ST

(Street)

TAMPA

33606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2004

3. Issuer Name and Ticker or Trading Symbol
SYMBION INC/TN [ SMBI ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,757,708⁽¹⁾	I	See footnote 2⁽²⁾
Common Stock	2,427,321⁽¹⁾	I	See footnote 3⁽³⁾
Common Stock	68,431⁽¹⁾	I	See footnote 4⁽⁴⁾
Common Stock	205,295⁽¹⁾	I	See footnote 5⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options	05/16/2003	05/16/2012	Common Stock	40,000⁽¹⁾	$3.13⁽¹⁾	D

Explanation of Responses:

1. Does not reflect a reverse stock split of the issuer's common stock expected to be effective upon the closing of the issuer's initial public offering at a ratio to be determined in the discretion of the issuer's Board of Directors, provided that such ratio will not be less than one-for-two and will not exceed one-for six.

2. South Atlantic Private Equity Fund IV, Limited Partnership ("South Atlantic") is the direct beneficial owner of the shares. The reporting person is the Chairman of South Atlantic and may be deemed to have an indirect pecuniary interest in the issuer's common stock owned by South Atlantic. The reporting person disclaims beneficial ownership of the shares held by South Atlantic except to the extent of his pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

3. South Atlantic Private Equity Fund IV (QP), Limited Partnership ("South Atlantic (QP)") is the direct beneficial owner of the shares. The reporting person is the Chairman of South Atlantic (QP) and may be deemed to have an indirect pecuniary interest in the issuer's common stock owned by South Atlantic (QP). The reporting person disclaims beneficial ownership of the shares held by South Atlantic (QP) except to the extent of his pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

4. The Burton Partnership, Limited Partnership (the "Partnership") is the direct beneficial owner of the shares. The reporting person manages the Partnership and may be deemed to have an indirect pecuniary interest in the issuer's common stock owned by the Partnership. The reporting person disclaims beneficial ownership of the shares held by the Partnership except to the extent of his pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

5. The Burton Partnership (QP), Limited Partnership (the "Partnership (QP)") is the direct beneficial owner of the shares. The reporting person manages the Partnership (QP) and may be deemed to have an indirect pecuniary interest in the issuer's common stock owned by the Partnership (QP). The reporting person disclaims beneficial ownership of the shares held by the Partnership (QP) except to the extent of his pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

	/s/ Donald W. Burton	01/30/2004
	** 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 5 (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 Number.