| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NOVAMED INC [ NOVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/19/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 134,595(8) | D | ||||||||
| Common Stock | 02/19/2010 | S | 15,000 | D | $4.147(10) | 447,141 | I | See Footnote 1(1) | ||
| Common Stock | 02/19/2010 | S | 15,000 | D | $4.147(10) | 662,660 | I | See Footnote 2(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Stock Option (right to buy) | $0.83 | (3) | 05/23/2012 | Common Stock | 100,000 | 0 | D | ||||||||
| Stock Option (right to buy) | $4.45 | (4) | 03/16/2014 | Common Stock | 25,000 | 0 | D | ||||||||
| Stock Option (right to buy) | $5.96 | (5) | 06/16/2015 | Common Stock | 15,000 | 0 | D | ||||||||
| Stock Option (right to buy) | $6.87 | (6) | 06/20/2016 | Common Stock | 15,000 | 0 | D | ||||||||
| Stock Option (right to buy) | $7.35 | (7) | 02/21/2017 | Common Stock | 12,000 | 0 | D | ||||||||
| Stock Option (right to buy) | $2.75 | (9) | 02/18/2019 | Common Stock | 20,000 | 0 | D | ||||||||
| Explanation of Responses: |
| 1. Represents shares of common stock held by Kirk Eye Center, S.C., of which Dr. Kirk is a shareholder. Dr. Kirk disclaims beneficial ownership of these shares, except to the extent of his proportionate pecuniary interest therein. |
| 2. Represents shares of common stock held by Scott Kirk Family LLC. Dr. Kirk is the manager and a member of the LLC. Dr. Kirk disclaims beneficial ownership of these shares, except to the extent of his proportionate pecuniary interest therein. |
| 3. Subject to certain restrictions, 12,500 of these options vested on 11/23/02 with the remainder vesting 2,083 per month starting on 12/23/02. |
| 4. Subject to certain restrictions, 3,125 of these options vested on 9/16/04 with the remainder vesting 520 per month starting on 10/16/04. |
| 5. Subject to certain restrictions, 1,875 of these options vested on 12/17/05, with the remainder vesting 312 per month starting on 1/17/06. |
| 6. Subject to certain restrictions, 1,875 of these options vested on 12/20/06 with the remainder vesting 312 per month starting on 1/20/07. |
| 7. Subject to certain restrictions, 1,500 of these options vested on 8/21/07 with the remainder vesting 250 per month starting 9/21/07. |
| 8. Includes 22,898 restricted shares of common stock. |
| 9. Subject to certain restrictions, 2,500 of these options vested on 8/18/09 with the remainder vesting approximately 417 per month starting on 9/18/09. |
| 10. These shares were sold in multiple transactions ranging from 4.13 to 4.18, inclusive. The reporting person undertakes to provide to NovaMed, Inc., and security holder of NovaMed, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price in the foregoing range. |
| /s/ John W. Lawrence, Jr. by Power of Attorney | 02/23/2010 | |
| ** 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 Number. | ||