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
X	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* TONEY C FRED (Last) (First) (Middle) 500 THIRD STREET #535 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FAMILYMEDS GROUP, INC. [ FMRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See footnotes
	3. Date of Earliest Transaction (Month/Day/Year) 12/29/2006
	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	12/29/2006		J(2)		136,503	D	$0	543,856	I	See footnotes(1)(2)(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 to Purchase Common Stock	$10.9	12/29/2006		J(2)			73,381	(4)	10/02/2010	Common Stock	73,381	$0	351,384(4)	I	See footnotes(2)(3)(4)(5)

1. Name and Address of Reporting Person* TONEY C FRED (Last) (First) (Middle) 500 THIRD STREET #535 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnotes

1. Name and Address of Reporting Person* MEDCAP PARTNERS LP (Last) (First) (Middle) 500 THIRD STREET #535 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnotes

Explanation of Responses:

1. The shares of common stock reported in Table 1 of this Form 4 are beneficially held by MedCap Partners L.P. ("MedCap Partners"). MedCap Management & Research LLC ("MMR"), a registered investment advisor, is the general partner and investment manager of MedCap Partners. C. Fred Toney is the managing member of MMR, and Mr. Toney also holds, directly and indirectly, limited partnership interests in MedCap Partners.

2. The dispositions of the issuer's securities reported on this Form 4 (common stock and warrants exercisable for shares of common stock) were made by MedCap Partners as in-kind distributions to certain withdrawing limited partners. As a result of these dispositions, the reporting persons are no longer the beneficial owner of more than 10% of the issuer's common stock for Section 16 purposes.

3. The warrants exercisable for shares of the issuer's common stock reported in Table 2 of this Form 4 are beneficially held by: (i) MedCap Partners; and (ii) an offshore investment limited partnership (the "Offshore Fund"). MMR is the general partner and investment manager of both MedCap Partners and the Offshore Fund.

4. The warrants became formally exercisable on April 3, 2006, but they are subject to restrictions that prohibit their exercise to the extent that the number of shares of the issuer's common stock beneficially owned by MedCap Partners, the Offshore Fund, their respective affiliates and other persons whose beneficial ownership is aggregated with them would exceed 9.999% of the total number of issued and outstanding shares of the issuer's common stock (including for such purposes the shares of common stock issuable upon such exercise).

5. Because Mr. Toney, as the managing member of MMR, may be deemed to be a "control person" who, for the purposes of Rule 16a-1(a)(1)(vii), may be deemed to hold in excess of 1% of the issuer's common stock indirectly through his limited partnership interests in MedCap Partners, Mr. Toney has elected to voluntarily file this Form 4 to report the holdings of, and certain transactions by, MedCap Partners and the Offshore Fund on an aggregate basis. Mr. Toney's election to file this Form 4 should not be construed as an admission of his status as such a control person, or as a 10% beneficial owner of the issuer's common stock for Section 16 purposes. In any event, each of MMR and Mr. Toney expressly disclaims beneficial ownership in the securities reported on this Form 4, except to the extent of their respective pecuniary interests therein.

Remarks:

	C. Fred Toney; /s/ C. Fred Toney	01/04/2007
	MedCap Partners L.P.; By: MedCap Management & Research LLC, its General Partner; By: C. Fred Toney, its Managing Member; /s/ C. Fred Toney	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.