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^*

KELLY BRADEN R

(Last)

(First)

(Middle)

C/O GENERAL ATLANTIC SERVICE CORPORATION

3 PICKWICK PLAZA

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROXYMED INC /FT LAUDERDALE/ [ PILL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2004

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	03/25/2004		X		451,437	A	$15.93	0⁽⁴⁾	I	See Footnote⁽¹⁾
Common Stock	03/25/2004		X		61,300	A	$15.93	0⁽⁴⁾	I	See Footnote⁽²⁾
Common Stock	03/25/2004		X		35,642	A	$15.93	0⁽⁴⁾	I	See Footnote⁽³⁾
Common Stock								3,377,020⁽⁴⁾	I	See Footnote⁽⁴⁾

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)
Common Stock Warrant	$15.93	03/25/2004		X			451,437	04/05/2003	04/05/2004	Common Stock	451,437	$0	0	I	See footnote⁽¹⁾
Common Stock Warrant	$15.93	03/25/2004		X			61,300	04/05/2003	04/05/2004	Common Stock	61,300	$0	0	I	See footnote⁽²⁾
Common Stock Warrant	$15.93	03/25/2004		X			35,642	04/05/2003	04/05/2004	Common Stock	35,642	$0	0	I	See footnote⁽³⁾

Explanation of Responses:

1. By General Atlantic Partners 74, L.P. ("GAP 74"). See footnote 4.

2. By GAP Coinvestment Partners II, L.P. ("GAPCO II"). See footnote 4.

3. By GapStar, LLC ("GapStar"). See footnote 4.

4. 3,377,020 shares of common stock includes 1,166,184 shares owned by General Atlantic Partners 77, L.P. ("GAP 77"), 1,741,258 shares owned by GAP 74, 236,441 shares owned by GAPCO II, 63,943 shares owned by GAP Coinvestments III, LLC ("GAPCO III"), 15,930 shares owned by GAP Coinvestments IV, LLC ("GAPCO IV") and 153,264 shares owned by GapStar, LLC ("GapStar"). General Atlantic Partners, LLC ("GAP LLC") is the general partner of GAP 77 and GAP 74 and the managing member of GapStar. The managing members of GAP LLC (other than certain managing members) are also the general partners of GAPCO II and the managing members of GAPCO III and GAPCO IV. Mr. Kelly is a general partner of GAPCO II and a managing member of GAP LLC, GAPCO III and GAPCO IV. Mr. Kelly disclaims beneficial ownership of the shares owned by GAP 77, GAP 74, GAPCO II, GAPCO III, GAPCO IV and GapStar except to the extent of his pecuniary interest therein.

	/s/ Braden R. Kelly	03/26/2004
	** 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 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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