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*
BANK OF AMERICA VENTURES

(Last) (First) (Middle)
C/O SCALE MANAGEMENT, LLC
950 TOWER LANE, SUITE 700

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IPC The Hospitalist Company, Inc. [ IPCM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/24/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 01/30/2008 C 2,830,086 A (1) 2,830,086(2) D(3)(4)
Common Stock 01/30/2008 S 763,213 D $14.88 2,066,873 D(3)(4)
Common Stock 01/30/2008 C 499,427 A (1) 499,427(2) D(4)(5)
Common Stock 01/30/2008 S 134,685 D $14.88 364,742 D(4)(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $0.842 01/24/2008 X 504,751 12/15/2000 04/07/2008 Series C Convertible Preferred Stock 504,751 $0.00 0 D(3)(4)
Warrants (right to buy) $0.842 01/24/2008 X 89,073 12/15/2000 04/07/2008 Series C Convertible Preferred Stock 89,073 $0.00 0 D(4)(5)
Warrants (right to buy) $0.842 01/24/2008 X 1,615,202 10/07/2002 04/07/2008 Series D Convertible Preferred Stock 1,615,202 $0.00 0 D(3)(4)
Warrants (right to buy) $0.842 01/24/2008 X 285,036 10/07/2002 04/07/2008 Series D Convertible Preferred Stock 285,036 $0.00 0 D(4)(5)
Series C Convertible Preferred Stock (6) 01/24/2008 X 504,751 (6) (6) Common Stock 504,751 $0.00 3,063,906 D(3)(4)
Series C Convertible Preferred Stock (6) 01/24/2008 S 170,000 (6) (6) Common Stock 170,000 $0.00 2,893,906 D(3)(4)
Series C Convertible Preferred Stock (6) 01/24/2008 X 89,073 (6) (6) Common Stock 89,073 $0.00 540,688 D(4)(5)
Series C Convertible Preferred Stock (6) 01/24/2008 S 30,000 (6) (6) Common Stock 30,000 $0.00 510,688 D(4)(5)
Series D Convertible Preferred Stock (6) 01/24/2008 X 1,615,202 (6) (6) Common Stock 1,615,202 $0.00 9,691,212 D(3)(4)
Series D Convertible Preferred Stock (6) 01/24/2008 S 544,000 (6) (6) Common Stock 544,000 $0.00 9,147,212 D(3)(4)
Series D Convertible Preferred Stock (6) 01/24/2008 X 285,036 (6) (6) Common Stock 285,036 $0.00 1,710,214 D(4)(5)
Series D Convertible Preferred Stock (6) 01/24/2008 S 96,000 (6) (6) Common Stock 96,000 $0.00 1,614,214 D(4)(5)
Series B Convertible Preferred Stock (6) 01/30/2008 C 6,071,428 (6) (6) Common Stock 948,661(2) $0.00 0 D(3)(4)
Series B Convertible Preferred Stock (6) 01/30/2008 C 1,071,429 (6) (6) Common Stock 167,411(2) $0.00 0 D(4)(5)
Series C Convertible Preferred Stock (6) 01/30/2008 C 2,893,906 (6) (6) Common Stock 452,173(2) $0.00 0 D(3)(4)
Series C Convertible Preferred Stock (6) 01/30/2008 C 510,688 (6) (6) Common Stock 79,795(2) $0.00 0 D(4)(5)
Series D Convertible Preferred Stock (6) 01/30/2008 C 9,147,212 (6) (6) Common Stock 1,429,252(2) $0.00 0 D(3)(4)
Series D Convertible Preferred Stock (6) 01/30/2008 C 1,614,214 (6) (6) Common Stock 252,221(2) $0.00 0 D(4)(5)
1. Name and Address of Reporting Person*
BANK OF AMERICA VENTURES

(Last) (First) (Middle)
C/O SCALE MANAGEMENT, LLC
950 TOWER LANE, SUITE 700

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BANKAMERICA INVESTMENT CORP

(Last) (First) (Middle)
C/O SCALE MANAGEMENT, LLC
950 TOWER LANE, SUITE 700

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BANK OF AMERICA CORP /DE/

(Last) (First) (Middle)
BANK OF AMERICA CORPORATE CENTER
100 N TRYON STREET

(Street)
CHARLOTTE NC 28255

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Upon the closing of the issuer's initial public offering, the convertible preferred stock converted into shares of the issuer's common stock on a 6.4-for-1 basis, and had no expiration date.
2. Reflects 1-for-6.4 reverse stock split which became effective on January 11, 2008.
3. The shares are held of record by Bank of America Ventures ("BAV"). Bank of America Corporation ("BAC") is the parent of BAV.
4. Under the terms of an investment management agreement between Scale Management, LLC ("Scale"), BAC, BAV and BAIC, Scale manages the investments of the securities of the issuer of held of record by BAV and BAIC and therefore may be deemed to have beneficial ownership of the securities of the shares held by BAV and BAIC. Scale disclaims beneficial ownership of all securities of the issuer held of record by BAV and BAIC. BAV and BAIC, as applicable, share dispositive power over such securities of the issuer with Scale. BAC, as the parent of BAV and BAIC, may also be deemed to share dispositive power over the securities of the issuer held of record by BAV and BAIC as a result of certain approval rights with respect to such securities.
5. The shares are held of record by BankAmerica Investment Corporation ("BAIC"). BAC is the parent of BAIC.
6. The convertible preferred stock is convertible at any time at the holder's election and has no expiration date. The shares automatically converted into shares of the issuer's common stock immediately prior to the issuer's initial public offering on a 6.4-for-1 basis.
Remarks:
/s/ Mark J. Brooks, attorney-in-fact 02/01/2008
/s/ Mark J. Brooks, attorney-in-fact 02/01/2008
/s/ Mark J. Brooks, attorney-in-fact 02/01/2008
** 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).
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