Alliance Healthcare Services, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

018606202

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

 

 

CUSIP No.		018606202
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Brigade Capital Management, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
				(a)  [_]
				(b)  [x]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	861,141
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	861,141
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	861,141
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No.		018606202
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Brigade Leveraged Capital Structures Fund Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
				(a)  [_]
				(b)  [x]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	861,141
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	861,141
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	861,141
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 
 

CUSIP No.		018606202
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Donald E. Morgan, III
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
				(a)  [_]
				(b)  [x]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	861,141
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	861,141
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	861,141
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No.

018606202

Item 1.	(a).		Name of Issuer:
			Alliance Healthcare Services, Inc.
	(b).		Address of Issuer's Principal Executive Offices:
			100 Bayview Circle, Suite 400
			Newport Beach, California 92660
Item 2.	(a) – (c)		Name, Principal Business Address, and Citizenship of Persons Filing:
			Brigade Capital Management, LLC – Delaware
			Brigade Leveraged Capital Structures Fund Ltd. – Cayman Islands
			Donald E. Morgan, III – U.S.A.
			Brigade Capital Management, LLC and Donald E. Morgan, III: 399 Park Avenue, 16th Floor New York, New York 10022
			United States of America   Brigade Leveraged Capital Structures Fund Ltd.: c/o Ogier Fiduciary Services (Cayman) Limited 89 Nexus Way Camana Bay Grand Cayman KY1-9007 Cayman Islands
	(d).		Title of Class of Securities:
			Common Stock, par value $.01 per share
	(e).		CUSIP Number:
			018606202

Item 3.		If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

	(a)	[_]	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
	(b)	[_]	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
	(c)	[_]	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
	(d)	[_]	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	[_]	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	[_]	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	[_]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	[_]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
	(i)	[_]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[_]	Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

 

 

 

 

 

Item 4.	Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:
		Brigade Capital Management, LLC – 861,141
		Brigade Leveraged Capital Structures Fund Ltd. – 861,141
		Donald E. Morgan, III – 861,141
	(b)	Percent of class:
		Brigade Capital Management, LLC – 8.1%
		Brigade Leveraged Capital Structures Fund Ltd. – 8.1%
		Donald E. Morgan, III – 8.1%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote
			Brigade Capital Management, LLC – 0
			Brigade Leveraged Capital Structures Fund Ltd. – 0
			Donald E. Morgan, III – 0
		(ii)	Shared power to vote or to direct the vote
			Brigade Capital Management, LLC – 861,141
			Brigade Leveraged Capital Structures Fund Ltd. – 861,141
			Donald E. Morgan, III – 861,141
		(iii)	Sole power to dispose or to direct the disposition of
			Brigade Capital Management, LLC – 0
			Brigade Leveraged Capital Structures Fund Ltd. – 0
			Donald E. Morgan, III – 0
		(iv)	Shared power to dispose or to direct the disposition of
			Brigade Capital Management, LLC – 861,141
			Brigade Leveraged Capital Structures Fund Ltd. – 861,141
			Donald E. Morgan, III – 861,141

 

 

 

 

 

Item 5.	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].
	N/A
Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
	N/A
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
	N/A
Item 8.	Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
	N/A
Item 9.	Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
	N/A

Item 10.	Certification.
	(a)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(b).
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
	(b)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

	February 14, 2013
	(Date)
	Brigade Capital Management, LLC
	By:  /s/ Donald E. Morgan, III
	(Signature)
	Managing Member
	(Name/Title)
	Brigade Leveraged Capital Structures Fund Ltd.
	/s/ Donald E. Morgan, III
	(Signature)
	Director
	(Name/Title)
	/s/ Donald E. Morgan, III
	(Signature)

 

 

 

 

	February 14, 2013
	(Date)
	Brigade Capital Management, LLC
	By:  /s/ Donald E. Morgan, III
	(Signature)
	Managing Member
	(Name/Title)
	Brigade Leveraged Capital Structures Fund Ltd.
	/s/ Donald E. Morgan, III
	(Signature)
	Director
	(Name/Title)
	/s/ Donald E. Morgan, III
	(Signature)