FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/24/2008 |
3. Issuer Name and Ticker or Trading Symbol
IPC The Hospitalist Company, Inc. [ IPCM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 6,071,428 | (1) | D(2)(3) | |
Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 1,071,429 | (1) | D(3)(4) | |
Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 2,559,155 | (1) | D(2)(3) | |
Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 451,615 | (1) | D(3)(4) | |
Series D Convertible Preferred Stock | (1) | (1) | Common Stock | 8,076,010 | (1) | D(2)(3) | |
Series D Convertible Preferred Stock | (1) | (1) | Common Stock | 1,425,178 | (1) | D(3)(4) | |
Warrants (right to buy) | 12/15/2000 | 04/07/2008 | Series C Convertible Preferred Stock | 504,751 | $0.842 | D(2)(3) | |
Warrants (right to buy) | 12/15/2000 | 04/07/2008 | Series C Convertible Preferred Stock | 89,073 | $0.842 | D(3)(4) | |
Warrants (right to buy) | 10/07/2002 | 04/07/2008 | Series D Convertible Preferred Stock | 1,615,202 | $0.842 | D(2)(3) | |
Warrants (right to buy) | 10/07/2002 | 04/07/2008 | Series D Convertible Preferred Stock | 285,036 | $0.842 | D(3)(4) | |
Stock option (right to buy) | (5) | 03/02/2016 | Common Stock | 2,344 | $1.6 | I | By affiliate(6) |
Stock option (right to buy) | (7) | 01/01/2017 | Common Stock | 2,344 | $1.43 | I | By affiliate(6) |
Stock option (right to buy) | (8) | 01/01/2018 | Common Stock | 4,688 | $16 | I | By affiliate(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. The shares will automatically convert to common stock immediately prior to the closing of the issuer's initial public offering, which is estimated to occur on or about January 30, 2008. Each share of preferred stock is expected to convert into 0.15625 shares of the issuer's common stock. |
2. The securities are held of record by Bank of America Ventures ("BAV"). Bank of America Corporation ("BAC") is the parent of BAV. |
3. Under the terms of an investment management agreement between the 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 securities 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. |
4. The securities are held of record by BankAmerica Investment Corporation ("BAIC"). BAC is the parent of BAIC. |
5. Option was granted on March 2, 2006 and vested in monthly installments over the subsequent 12 month period. |
6. This option was granted to Mark J. Brooks, a director of the issuer who is a manager of Scale. Under Scale's policies, BAV is entitled to the shares issued upon exercise of the option. BAV may be deemed to be an indirect beneficial owner of the option. |
7. Option was granted on January 1, 2007 and vested in monthly installments over the subsequent 12 month period. |
8. Option was granted on January 1, 2008 and vests in equal monthly installments over a 12 month period beginning on the date of grant. |
Remarks: |
Exhibit List Exhibit 24 - Power of Attorney |
/s/ Mark J. Brooks, attorney-in-fact | 01/24/2008 | |
/s/ Mark J. Brooks, attorney-in-fact | 01/24/2008 | |
/s/ Mark J. Brooks, attorney-in-fact | 01/24/2008 | |
** 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 5 (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. |