SEC FORM 4

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^*

GRANT CHRISTOPHER JR

(Last)

(First)

(Middle)

C/O SALIX MANAGEMENT CORP.

30 BURTON HILLS BLVD., SUITE 370

(Street)

NASHVILLE

37215

(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)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2004

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)
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	03/31/2004		C⁽¹⁾		364,871	A	$0	364,871	I	See Note⁽²⁾
Common Stock	03/31/2004		C⁽¹⁾		17,291	A	$0	17,291	I	See Note⁽³⁾
Common Stock	03/31/2004		J⁽⁶⁾		364,871	D	$0⁽⁶⁾	0	I	See Note⁽²⁾
Common Stock	03/31/2004		J⁽⁶⁾		17,291	D	$0⁽⁶⁾	0	I	See Note⁽³⁾
Common Stock								12,594⁽⁹⁾	D
Common Stock								8,261	I	See Note⁽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)
Series A Convertible Preferred Stock	$5.2333	03/31/2004		C			347,183	⁽⁸⁾	⁽⁷⁾	Common Stock	364,871	$0	0	I	See Note⁽²⁾
Series A Convertible Preferred Stock	$5.2333	03/31/2004		C			16,453	⁽⁸⁾	⁽⁷⁾	Common Stock	17,291	$0	0	I	See Note⁽³⁾
Series A Convertible Preferred Stock	$5.2898⁽⁵⁾							⁽⁸⁾	⁽⁷⁾	Common Stock	360,981		347,183	I	See Note⁽²⁾
Series A Convertible Preferred Stock	$5.2898⁽⁵⁾							⁽⁸⁾	⁽⁷⁾	Common Stock	17,107		16,453	I	See Note⁽³⁾

Explanation of Responses:

1. Represents the number of shares issued to such Reporting Person upon conversion of shares of Series A Preferred Stock held by such Reporting Person as reported in Table II. The conversion price for these shares of Series A Preferred Stock was approximately $5.2333 per share. Each of these shares of Series A Preferred Stock was converted into approximately 1.05095 shares of Common Stock on March 31, 2004.

2. Represents shares held by Salix Ventures II, L.P.

3. Represents shares held by Salix Affiliates II, L.P.

4. Represents shares held by CGJR Capital Management, Inc.

5. The initial conversion price of the Series A Preferred Stock was $5.50, which has since been adjusted downward. As of March 31, 2004, each share of Series A Preferred Stock was convertible into approximately 1.03974 shares of Common Stock. The conversion price remains subject to further adjustment pursuant to the terms of the Series A Convertible Preferred Stock.

6. Immediately after the conversion of the Series A Preferred Stock described in note (1), each of Salix Ventures II, L.P. and Salix Affiliates II, L.P., respectively, made an in-kind pro rata distribution of such shares of Common Stock to its general and limited partners (the "Primary Distributions"). Salix Partners II (the General Partner of both Salix Ventures II, L.P. and Salix Affiliates II, L.P.) in turn made an in-kind pro rata distribution of the shares of Common Stock it received in the Primary Distributions to its partners, including Christopher Grant, Jr.

7. The conversion feature continues indefinitely.

8. The Series A Preferred shares are immediately convertible.

9. The securities are owned directly by Christopher Grant, Jr. and 1,194 shares of such total shares were received as part of the distribution described in note (6). In prior reports, Christopher Grant, Jr. reported indirect beneficial ownership of such 1,194 shares.

Remarks:

Christopher Grant, Jr., a director of the Issuer, is the president and sole shareholder of CGJR Capital Management, Inc., and a general partner of Salix Partners II. Salix Partners II is the general partner of each of Salix Ventures II, L.P. and Salix Affiliates II, L.P. The Reporting Person disclaims beneficial ownership of any securities (except to the extent of his pecuniary interest in such securities) other than any securities reported herein as being directly owned by the Reporting Person, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.

	/s/ Robert D. Ivy, as attorney-in-fact for Christopher Grant, Jr.	04/02/2004
	** Signature of Reporting Person	Date
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