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^*

OLIVER AUGUSTUS K

(Last)

(First)

(Middle)

1200 CORPORATE DRIVE, SUITE 200

(Street)

BIRMINGHAM

35242

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMAGEON INC [ EMAG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2009

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, par value $0.001 per share	04/02/2009		D⁽¹⁾⁽²⁾		3,569,360⁽¹⁾⁽²⁾	D	⁽¹⁾⁽²⁾	0⁽²⁾	I⁽²⁾	By Davenport Partners, L.P., JE Partners and Oliver Press Master Fund LP⁽²⁾

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)
Non-Employee Stock Option (Right to Buy)	$1.86	04/02/2009		D⁽³⁾			7,500	⁽³⁾	06/23/2018	Common Stock	7,500	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of February 23, 2009 (the "Merger Agreement"), by and among Emageon Inc., a Delaware corporation (the "Company"), AMICAS, Inc., a Delaware corporation ("AMICAS"), and AMICAS Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of AMICAS (the "Purchaser"), on April 2, 2009, the Purchaser purchased all of the Company's outstanding shares of common stock, par value $0.001 per share (the "Shares"), that were validly tendered and not withdrawn at a purchase price of $1.82 per Share, net to the holder in cash.

2. As of April 2, 2009, Davenport Partners, L.P., a Delaware limited partnership ("Davenport"), held no Shares, JE Partners, a Bermuda partnership ("JE"), held no Shares, and Oliver Press Master Fund LP, a Cayman limited partnership ("Master Fund" and, together with Davenport and JE, the "Partnerships"), held no Shares. Oliver Press Investors, LLC, a Delaware limited liability company ("OPI"), serves as the general partner of each of the Partnerships. Oliver Press Partners, LLC, a Delaware limited liability company ("OPP"), serves as the investment adviser to each of the Partnerships. Augustus K. Oliver ("Oliver") and Clifford Press serve as the Managing Members of each of OPI and OPP. As a former director of the Company, Oliver files separately with respect to the Company.

3. Pursuant to the Merger Agreement, on April 2, 2009, each option to purchase shares of the Company's common stock was cancelled and converted automatically into the right to receive a cash payment equal to the excess, if any, of $1.82 over the applicable option exercise price.

	/s/ Augustus K. Oliver	04/14/2009
	** 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).
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