SEC FORM 4

SEC Form 4

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^*

ADLERZ CLIFFORD G

(Last)

(First)

(Middle)

40 BURTON HILLS BOULEVARD

SUITE 500

(Street)

NASHVILLE

37215

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2007

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/23/2007		D		223,745	D⁽¹⁾	$22.35	0	D
Common Stock	08/23/2007		D		3,172	D⁽¹⁾	$22.35	0	I	by trust
Common Stock	08/23/2007		D		40,298	D⁽²⁾	$22.35	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$18.32	08/23/2007		D			32,000	⁽³⁾	01/18/2014	Common Stock	32,000	⁽⁴⁾	0	D
Stock Options	$23.8	08/23/2007		D			50,000	⁽³⁾	02/27/2016	Common Stock	50,000	⁽⁵⁾	0	D
Stock Options	$19.26	08/23/2007		D			50,000	⁽³⁾	01/05/2015	Common Stock	50,000	⁽⁴⁾	0	D
Stock Options	$19.7	08/23/2007		D			50,000	⁽³⁾	12/10/2014	Common Stock	50,000	⁽⁴⁾	0	D
Stock Options	$13.87	08/23/2007		D			108,344	⁽³⁾	05/16/2012	Common Stock	108,344	⁽⁴⁾	0	D
Stock Options	$15	08/23/2007		D			69,972	⁽³⁾	12/11/2013	Common Stock	69,972	⁽⁴⁾	0	D

Explanation of Responses:

1. Disposed of in connection with the merger of Symbol Merger Sub, Inc. with and into Symbion, Inc. ("Symbion"), effective August 23, 2007 (the "Merger"), pursuant to the Agreement and Plan of Merger dated April 24, 2007 among Symbol Acquisition, L.L.C., Symbol Merger Sub, Inc. and Symbion. In connection with the Merger, the shares listed were exchanged for the right to receive $22.35 per share in cash.

2. Disposed of in connection with the Merger. The shares listed were exchanged for an equity interest in Symbion Holdings Corporation. In connection with the Merger, the common stock of Symbion was valued at $22.35 per share.

3. Immediately before the effective time of the Merger, all unvested options became fully vested and immediately exercisable.

4. This option was replaced with a new substitute option at the time of the Merger with an exercise price of $1.50 per share and calculated in a manner that satisfies the substitution requirements of Section 409A of the Internal Revenue Code.

5. All options with an exercise price above the merger consideration of $22.35 per share were cancelled in the Merger and no payment will be made thereon.

	/s/ Clifford G. Adlerz	08/23/2007
	** Signature of Reporting Person	Date
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