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
EMAGEON INC [ EMAG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/07/2008 | ||||||||||||||||||||||||||
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, par value $0.001 per share | 03/07/2008 | P | 100,000 | A | $2.26 | 3,130,860 | I | By Davenport Partners, L.P., JE Partners and Oliver Press Master Fund LP | ||
Common Stock, par value $0.001 per share | 03/10/2008 | P | 80,000 | A | $2.26 | 3,210,860 | I | By Davenport Partners, L.P., JE Partners and Oliver Press Master Fund LP | ||
Common Stock, par value $0.001 per share | 03/11/2008 | P(1)(2) | 13,000(1)(2) | A | $2.29(1)(2) | 3,223,860(1)(2) | I(1)(2) | By Davenport Partners, L.P., JE Partners and Oliver Press Master Fund LP(1)(2) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. As of March 11, 2008, Davenport Partners, L.P., a Delaware limited partnership ("Davenport"), held 100 shares of common stock, par value $0.001 per share (the "Shares"), of Emageon Inc., a Delaware corporation. As of March 11, 2008, JE Partners, a Bermuda partnership ("JE"), held 2,606,400 Shares. As of March 11, 2008, Oliver Press Master Fund LP, a Cayman limited partnership ("Master Fund" and, together with Davenport and JE, the "Partnerships"), held 617,360 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 ("Press" and, collectively with OPI, OPP and Oliver, the "Filing Parties") serve as the Managing Members of each of OPI and OPP. |
2. The Filing Parties share the power to vote and the power to direct the disposition of the Shares held by the Partnerships. The Filing Parties' interest in the securities reported herein is limited to their pecuniary interest in the Partnerships, if any. |
/s/ Augustus K. Oliver, Managing Member of Oliver Press Partners, LLC | 03/17/2008 | |
/s/ Clifford Press, Managing Member of Oliver Press Investors, LLC | 03/17/2008 | |
/s/ Augustus K. Oliver | 03/17/2008 | |
/s/ Clifford Press | 03/17/2008 | |
** 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. |