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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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*
SMITH THOMAS W

(Last) (First) (Middle)
323 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OCA, INC. / DE / [ OCA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Section 13(d) Group
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2005
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 06/10/2005 S 534,000 D $1.4 1,826,600 I By Idoya Partners(1)
Common Stock 06/10/2005 S 522,000 D $1.4 1,860,700 I By Prescott Associates(2)
Common Stock 06/10/2005 S 30,200 D $1.4 105,000 I By Prescott International Partners(3)
Common Stock 06/13/2005 S 785,000 D $1.47 1,041,600 I By Idoya Partners(1)
Common Stock 06/13/2005 S 769,600 D $1.47 1,091,100 I By Prescott Associates(2)
Common Stock 06/13/2005 S 46,000 D $1.47 59,000 I By Prescott International Partners(3)
Common Stock 06/13/2005 S 102,000 D $1.47 170,200 I By Prescott Investors Profit Sharing Trust(4)
Common Stock 06/14/2005 S 559,900 D $1.49 481,700 I By Idoya Partners(1)
Common Stock 06/14/2005 S 545,600 D $1.49 545,500 I By Prescott Associates(2)
Common Stock 06/14/2005 S 33,100 D $1.49 25,900 I By Prescott International Partners(3)
Common Stock 06/14/2005 S 85,700 D $1.49 84,500 I By Prescott Investors Profit Sharing Trust(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SMITH THOMAS W

(Last) (First) (Middle)
323 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Section 13(d) Group
1. Name and Address of Reporting Person*
VASSALLUZZO SCOTT J

(Last) (First) (Middle)
323 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Section 13(d) Group
1. Name and Address of Reporting Person*
IDOYA PARTNERS

(Last) (First) (Middle)
323 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of Section 13(d) Group
1. Name and Address of Reporting Person*
PRESCOTT ASSOCIATES

(Last) (First) (Middle)
323 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of Section 13(d) Group
1. Name and Address of Reporting Person*
PRESCOTT INTERNATIONAL PARTNERS

(Last) (First) (Middle)
323 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of Section 13(d) Group
1. Name and Address of Reporting Person*
PRESCOTT INVESTORS PROFIT SHARING TRUST

(Last) (First) (Middle)
323 RAILROAD AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of Section 13(d) Group
Explanation of Responses:
1. These shares are owned directly by Idoya Partners, a private investment limited partnership, and indirectly by Thomas W. Smith and Scott J. Vassalluzzo as general partners of Idoya Partners. Messrs. Smith and Vassalluzzo disclaim beneficial ownership of these shares in excess of their respective pecuniary interests in such shares under Rule 16a-1(a)(2)(ii)(B). The address for Idoya Partners is 323 Railroad Avenue, Greenwich, CT 06830.
2. These shares are owned directly by Prescott Associates, a private investment limited partnership, and indirectly by Thomas W. Smith and Scott J. Vassalluzzo as general partners of Prescott Associates. Messrs. Smith and Vassalluzzo disclaim beneficial ownership of these shares in excess of their respective pecuniary interests in such shares under Rule 16a-1(a)(2)(ii)(B). The address for Prescott Associates is 323 Railroad Avenue, Greenwich, CT 06830.
3. These shares are owned directly by Prescott International Partners, a private investment limited partnership, and indirectly by Thomas W. Smith and Scott J. Vassalluzzo as general partners of Prescott International Partners. Messrs. Smith and Vassalluzzo disclaim beneficial ownership of these shares in excess of their respective pecuniary interests in such shares under Rule 16a-1(a)(2)(ii)(B). The address for Prescott International Partners is 323 Railroad Avenue, Greenwich, CT 06830.
4. These shares are owned directly by Prescott Investors Profit Sharing Trust, a member of a Section 13(d) Reporting Group, and indirectly by Thomas W. Smith and Scott J. Vassalluzzo as trustees of Prescott Investors Profit Sharing Trust. Messrs. Smith and Vassalluzzo disclaim beneficial ownership of these shares in excess of their respective interests in such shares under Rule 16a-8(b)(2). The address for Prescott Investors Profit Sharing Trust is 323 Railroad Avenue, Greenwich, CT 06830.
Remarks:
As of the date of this report, each of the Reporting Persons beneficially owns less than 10% of the outstanding shares of OCA, Inc., and is therefore no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended, with respect to such shares.
/s/ Thomas W. Smith and Scott J. Vassalluzzo, individually and as general partners of Idoya Partners, Prescott Associates and Prescott International Partners and as trustees of Prescott Investors Profit Sharing Trust 06/14/2005
** 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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