SEC FORM 4/A

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^*

DONLAN JOSEPH P

(Last)

(First)

(Middle)

59 WALL STREET

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PSYCHIATRIC SOLUTIONS INC [ PSYS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Footnote 4.

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/20/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/16/2003	05/16/2003	X		372,039⁽¹⁾	A	$0.01⁽¹⁾	372,039	I	See Footnotes 3,4.⁽³⁾⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrants (right to buy)	$0.01⁽¹⁾	05/16/2003	05/16/2003	X			372,412	⁽²⁾	06/28/2012	Common Stock	372,412	$0	0	I	See Footnotes 3,4.⁽³⁾⁽⁴⁾

Explanation of Responses:

1. The exercise of the Common Stock Warrants was effected through a cashless exercise, whereby the 1818 Mezzanine Fund II, L.P. (the "1818 Fund") paid the exercise price for the Common Stock Warrants through a reduction of the number of shares of Common Stock issued to the 1818 Fund when the 1818 Fund exercised the Common Stock Warrants. The Issuer reduced the shares of Common Stock issued to the 1818 Fund upon the exercise of the Common Stock Warrants by the number of shares of Common Stock equal to the aggregate exercise price paid by the 1818 Fund divided by the market price of the Common Stock on the business day preceding the exercise of the Common Stock Warrants.

2. Immediately exercisable.

3. By the 1818 Fund. The Reporting Person is a limited partner of BBH Mezzanine Management II, L.P. ("BBH II"), a special general partner of the 1818 Fund and, as such, his pecuniary interest in the securities is limited to his percentage interest in BBH II's interest in such securities.

4. The Reporting Person directly and indirectly beneficially owns less than 10% of the outstanding Common Stock of the Issuer, but, pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), may be deemed to be a more than 10% beneficial owner of such Common Stock because it may be deemed to be a member of a "group" that owns in excess of 10% of such outstanding Common Stock pursuant to Section 13(d)(3) under the Act. The Reporting Person disclaims any such group status. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any equity securities of the Issuer owned by any other person.

	Joseph P. Donlan	01/22/2004
	** 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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