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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Adkison Mark

(Last) (First) (Middle)
26 HARBOR PARK DRIVE

(Street)
PORT WASHINGTON NY 11050

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NATIONAL MEDICAL HEALTH CARD SYSTEMS INC [ nmhc ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Specialty Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2005
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)
Code V Amount (A) or (D) Price
Common Stock(1) 11/09/2005 A 1,400 A $0 1,400 D
Common Stock(2) 09/07/2006 A 2,620 A $0 4,020 D
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
Option to Purchase Common Stock $27.5 12/02/2005 A 5,100 12/02/2006(3) 12/02/2012 Common Stock 5,100 $0 5,100 D
Option to Purchase Common Stock $15.2 09/07/2006 A 9,510 09/01/2007(4) 09/07/2016 Common Stock 9,510 $0 9,510 D
Explanation of Responses:
1. Represents restricted stock that was issued November 9, 2005. One hundred percent of such stock vests on November 9, 2009.
2. Represents restricted stock that was issued September 7, 2006. One hundred percent of such stock vests on September 7, 2010.
3. The option is exercisable in three installments. The first installment of options to purchase 1,275 shares of common stock became exercisable on December 2, 2006. The second installment of options to purchase 1,275 shares of common stock will become exercisable on December 2, 2007. The third installment of options to purchase 1,275 shares of common stock will become exercisable on December 2, 2008.
4. The option is exercisable in four installments. The first installment of options to purchase 2,377 shares of common stock became exercisable on September 1, 2007. The second installment of options to purchase 2,377 shares of common stock will become exercisable on September 1, 2008. The third installment of options to purchase 2,378 shares of common stock will become exercisable on September 1, 2009. The fourth installment of options to purchase 2,378 shares of common stock will become exercisable on September 1, 2010.
/s/ Linda Cheung, Attorney-in-Fact 10/11/2007
** 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.