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
ORION HEALTHCORP INC [ ONH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2006 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 12/01/2006 | P(1) | 61,053,964(1) | A | (1) | 61,053,964 | I | By Brantley Partners IV, L.P. | ||
Class A Common Stock | 12/01/2006 | P(1) | 1,383,825 | A | (1) | 62,437,789 | I | By Brantley Partners IV, L.P. | ||
Class B Common Stock | 12/01/2006 | C(1) | 7,863,996 | D | (1) | 0 | I | By Brantley Partners IV, L.P. | ||
Class D Common Stock | 12/01/2006 | P(4) | 8,749,952 | A | $0.1886 | 8,749,952 | I | By Brantley Partners IV, L.P. | ||
Class A Common Stock | 01/04/2007 | P(5) | 117,898 | A | $0.65 | 2,439,547(3) | I | By Brantley Venture Partners III, L.P. | ||
Class A Common Stock | 01/04/2007 | P(5) | 117,897 | A | $0.65 | 62,555,686(2) | I | By Brantley Partners IV, L.P. |
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 | ||||||||
Convertible Notes | $1.0428 | 12/01/2006 | C(1) | $1,250,000 | (6) | (6) | Class A Common Stock | 1,383,825 | $1,250,000 | $0 | I | By Brantley Partners IV, L.P. |
Explanation of Responses: |
1. On December 1, 2006 Brantley Partners IV, LP converted (i) 7,863,996 shares of the Company's Class B Common Stock into 61,053,964 shares of the Company's Class A Common Stock at a conversion ratio of approximately 7.764 and (ii) Convertible Notes in the aggregate principal amount of $1,250,000 into 1,383,825 shares of the Company's Class A Common Stock at a price per share equal to $1.042825. |
2. Includes 62,555,686 shares held by Brantley Partners IV, L.P. The Reporting Person is a limited partner of, and a general partner of a general partner of, Brantley Venture Management IV, L.P. Brantley Venture Management IV, L.P. is the sole general partner of Brantley Partners IV, L.P. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
3. Includes 2,439,547 shares held by Brantley Venture Partners III, L.P. The Reporting Person is a general and a limited partner of Brantley Venture Management III, L.P. Brantley Venture Management III, L.P. is the sole general partner of Brantley Venture Partners III, L.P. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
4. Represents 8,749,952 shares of Class D Common Stock convertible as of December 1, 2006 into 8,749,952 shares of Class A Common Stock. The conversion rate is a floating rate partially determined by reference to the price of the Class A Common Stock at the time of conversion. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
5. Represents 117,898 shares of Class A Common Stock purchased by Brantley Venture Partners III, L.P. and 117,987 shares of Class A Common Stock purchased by Brantley Partners IV, L.P. in a privately negotiated transaction with a group of shareholders. |
6. These Convertible Notes were immediately convertible and were payable on or before December 1, 2006. |
/s/ Michael J. Finn | 01/04/2007 | |
** 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. |