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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* KELLOGG CAPITAL MARKETS, LLC (Last) (First) (Middle) 55 BROADWAY 4TH FLOOR (Street) NEW YORK NY 10006 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FAMILYMEDS GROUP, INC. [ FMRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 12/29/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, $.01 Par Value Per Share	12/29/2010		J(1)		1,265,687	D	(2)	0	D(3)

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

1. Name and Address of Reporting Person* KELLOGG CAPITAL MARKETS, LLC (Last) (First) (Middle) 55 BROADWAY 4TH FLOOR (Street) NEW YORK NY 10006 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* KELLOGG GROUP, LLC (Last) (First) (Middle) 55 BROADWAY 4TH FLOOR (Street) NEW YORK NY 10006 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Kellogg Charles K (Last) (First) (Middle) 55 BROADWAY 4TH FLOOR (Street) NEW YORK NY 10006 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Kellogg Lee (Last) (First) (Middle) 55 BROADWAY 4TH FLOOR (Street) NEW YORK NY 10006 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

1. Liquidating distribution.

2. Not applicable

3. This Form 4 is filed jointly by Kellogg Capital Markets, LLC ("Kellogg Capital Markets"), Kellogg Group, LLC ("Kellogg LLC"), Charles K. Kellogg, and Lee Kellogg. Prior to the reported transaction, Kellogg LLC, Charles Kellogg and Lee Kellogg were deemed to be 10% owners of the Issuer and Kellogg Capital Markets was a 10% owner of the Issuer. The securities reported in this Form 4 were owned directly by Kellogg Capital Markets, indirectly by Kellogg LLC by virtue of it being the sole interest holder of Kellogg Capital Markets, and indirectly by Charles Kellogg and Lee Kellogg by virtue of their positions as controlling members of Kellogg LLC. Kellogg LLC, Charles Kellogg and Lee Kellogg disclaim beneficial ownership of the shares owned by Kellogg Capital Markets except to the extent of their pecuniary interest therein.

Remarks:

Following the transaction reported herein, the reporting persons' beneficial ownership has fallen below 10% to 0% of the Issuer's shares.

	Kellogg Capital Markets, LLC by /s/ Matthew Brand, Managing Director	12/30/2010
	Kellogg Group, LLC by /s/ Matthew Brand, Managing Director	12/30/2010
	/s/ Charles K. Kellogg	12/30/2010
	/s/ Lee Kellogg	12/30/2010
	** 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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