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*
PAPPAJOHN JOHN
(Last) (First) (Middle)
C/O ALLION HEALTHCARE, INC.
1660 WALT WHITMAN ROAD, SUITE 105
(Street)
MELVILLE NY 11747
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALLION HEALTHCARE INC [ NONE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/01/1999
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)
Code V Amount (A) or (D) Price
Common Stock 02/01/1999 02/01/1999 P(1) 325,000 A $0.4 325,000 D
Common Stock 02/01/1999 02/01/1999 P(1) 475,000 A $0.4 475,000 I By Halkis Ltd.
Common Stock 02/01/1999 02/01/1999 P(1) 250,000 A $0.4 250,000 I By Thebes Ltd.(2)
Common Stock 03/01/2000 03/01/2000 M 50,000 A $0.175 375,000 D
Common Stock 12/31/2000 12/31/2000 G 100,000 D $0.4 375,000 I By Halkis Ltd.
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
Stock Option (right to buy) $0.175 02/01/1999 02/01/1999 A 50,000 02/01/1999 02/01/2009 Common Stock 50,000 $0 50,000 D
Common Stock Warrant (right to buy) $1 01/11/2000 01/11/2000 J(3) 375,000 01/11/2000 01/11/2010 Common Stock 375,000 $0 375,000 D
Stock Option (right to buy) $0.175 03/01/2000 03/01/2000 M 50,000 02/01/1999 02/01/2009 Common Stock 50,000 $0 0 D
Stock Option (right to buy) $2 12/05/2000 12/05/2000 A 50,000 (6) 12/05/2010 Common Stock 50,000 $0 50,000 D
Common Stock Warrant (right to buy) $1 02/25/2002 02/25/2002 G 37,500 01/11/2000 01/11/2010 Common Stock 37,500 $0 337,500 D
Common Stock Warrant (right to buy) $3.5 06/30/2002 06/30/2002 J(4) 150,000 06/30/2002 06/30/2012 Common Stock 150,000 $0 150,000 D
Common Stock Warrant (right to buy) $5 04/01/2003 04/01/2003 J(5) 125,000 04/01/2003 04/01/2013 Common Stock 125,000 $0 125,000 D
Common Stock Warrant (right to buy) $5 04/01/2003 04/01/2003 G 110,000 04/01/2003 04/01/2013 Common Stock 110,000 $0 15,000 D
Series C Convertible Preferred Stock $5(7) 04/01/2003 04/01/2003 P 100,000 04/01/2003 (8) Common Stock 100,000 $0 100,000 D
Explanation of Responses:
1. The shares were purchased in connection with the bankruptcy reorganization of the issuer. Any securities of the issuer beneficially owned by the reporting person prior to the bankruptcy reorganization were eliminated in the reorganization.
2. Thebes is controlled by the wife of the reporting person, and the reporting person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or for any other purpose.
3. The Common Stock Warrant was granted to the reporting person in exchange for the reporting person personally guaranteeing a term loan made to the issuer.
4. The Common Stock Warrant was granted in connection with the continuation of the personal guarantee referred to in (3) above.
5. The Common Stock Warrant was granted in connection with the subordination of the reporting person's security interest in certain of the issuer's assets.
6. The option vests monthly over 36 months from December 5, 2000, the date of grant of such options.
7. Subject to adjustment per the Certificate of Designation of Rights and Preferences of Series C Preferred Stock of Issuer.
8. No expiration date.
JAMES G. SPENCER, BY POWER OF ATTORNEY 05/20/2004
** 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.
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