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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PSYCHIATRIC SOLUTIONS INC [ PSYS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/01/2004 | C(1) | 1,248,000 | A | (1) | 1,248,000 | I | See Note(2) | ||
Common Stock | 10/01/2004 | J(3) | 1,248,000 | D | (3) | 0 | I | See Note(2) | ||
Common Stock | 11,975(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series A Preferred Stock | (5) | 10/01/2004 | C | 1,248,000 | (6) | (7) | Common Stock | 1,248,000 | (8) | 541,455(9) | I | See Note(2) | |||
Series A Preferred Stock | (5) | (6) | (7) | Common Stock | 28,727 | 28,727(10) | I | See Note(11) |
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. Represents the number of shares of Common Stock issued to such Reporting Person upon the conversion of shares of Series A Preferred Stock as reported in Table II. The conversion price of the Series A Preferred Stock was approximately $5.50 per share. |
2. Represents shares directly owned by Oak Investment Partners X, Limited Partnership ("Oak X, L.P."). |
3. On October 1, 2004, Oak X, L.P. made an in-kind distribution, without any additional consideration, of Common Stock to the limited and general partners of Oak X, L.P. In turn, the general partner made an in-kind distribution of the shares it received to its members. |
4. Represents shares directly owned by Ann H. Lamont, a director of the Psychiatric Solutions Inc., and received as part of the distribution described in footnote 3. This acquisition merely reflects a change in beneficial ownership from indirect to direct. No other Reporting Person has any pecuniary interest in these shares. |
5. Each share of Series A Preferred Stock is initially convertible into 1 share of Common Stock at a conversion price of $5.50 per share. The conversion price remains subject to adjustment pursuant to the terms of the Series A Preferred Stock. |
6. The Series A Preferred Stock is immediately convertible. |
7. The conversion feature continues indefinitely. |
8. As the transaction involves the conversion of a derivative security, no information is required to be included in Column 8 of Table II, in accordance with general instruction 4(c)(iii). |
9. Such Series A Preferred Stock have accrued paid-in-kind dividends equal to 120,898 shares of Common stock as of October 1, 2004, which shares have not been paid. |
10. Such Series A Preferred Stock have accrued paid-in-kind dividends equal to 1,941 shares of Common stock as of October 1, 2004, which shares have not been paid. |
11. Represents shares directly owned by Oak X Affiliates Fund, Limited Partnership ("Oak X Affiliates, L.P."). |
Remarks: |
Remarks Ann H. Lamont is a Director of Psychiatric Solutions, Inc. Ms. Lamont is a Managing Member of Oak Associates X, L.L.C., the General Partner of Oak X, L.P.; and a Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates, L.P. Oak X, L.P. and Oak X Affiliates, L.P. are no longer subject to Section 16 because the Reporting Persons are no longer 10% owners. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose. |
Ann H. Lamont | 10/05/2004 | |
Ann H. Lamont, Managing Member of Oak Associates X, L.L.C., the General Partner of Oak Investment Partners X, Limited Partnership | 10/05/2004 | |
Ann H. Lamont, Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates Fund, Limited Partnership | 10/05/2004 | |
** 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). | ||
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. |