- Initial Statement of Beneficial Ownership (3)
23 Agosto 2010 - 11:21PM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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LEE SAMUEL SANG-BUM
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2. Date of Event Requiring Statement (MM/DD/YYYY)
8/16/2010
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3. Issuer Name
and
Ticker or Trading Symbol
PROSPECT MEDICAL HOLDINGS INC [PZZ]
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(Last)
(First)
(Middle)
10780 SANTA MONICA BOULEVARD, SUITE 400
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
LOS ANGELES, CA 90025
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, par value $0.01 per share
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4976040
(1)
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D
(2)
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Common Stock, par value $0.01 per share
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4767922
(1)
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I
(3)
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held by Trust
(3)
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Common Stock, par value $0.01 per share
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300000
(1)
(4)
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D
(5)
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Common Stock, par value $0.01 per share
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395434
(1)
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D
(6)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Options (Right to Buy)
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(7)
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8/20/2013
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Common Stock
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113634
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$2.64
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D
(2)
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Options (Right to Buy)
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(7)
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8/20/2013
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Common Stock
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1842616
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$2.4
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D
(2)
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Options (Right to Buy)
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(7)
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12/18/2014
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Common Stock
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215868
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$4.4
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D
(2)
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Options (Right to Buy)
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(7)
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12/18/2014
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Common Stock
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4132
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$4.84
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D
(2)
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Options (Right to Buy)
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(7)
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8/20/2013
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Common Stock
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113634
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$2.64
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D
(3)
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Options (Right to Buy)
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(7)
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8/20/2013
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Common Stock
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86366
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$2.4
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D
(3)
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Options (Right to Buy)
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(7)
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5/30/2012
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Common Stock
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9500
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$5.2
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D
(4)
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Options (Right to Buy)
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(7)
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(8)
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Common Stock
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300000
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$5
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D
(4)
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Options (Right to Buy)
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(9)
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12/18/2014
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Common Stock
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200000
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$4.4
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D
(4)
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Explanation of Responses:
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(
1)
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In connection with a merger Agreement, dated August 16, 2010 (the "Merger Agreement"), among Issuer, Ivy Holdings Inc. ("Parent") and a wholly owned subsidiary of Parent, the Reporting Persons entered into a contribution and subscription agreement (the "Contribution Agreement") with Parent pursuant to which they agreed to contribute an aggregate of approximatley 6,155,106 shares of Issuer's common stock owned by them in exchange for equity interests in Parent, in lieu of receiving cash merger consideration for such shares. The Reporting Persons also entered into a company stockholder voting agreement (the "Voting Agreement") pursuant to which they agreed to vote all of the shares of common stock that they now own or will own prior to the effective time of the merger in favor of the adoption of the Merger Agreement. Each of the Contribution Agreement and the Voting Agreement automatically terminates upon termination of the Merger Agreement or the occurrence of certain other events.
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(
2)
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The shares shown are owned directly by Samuel S. Lee.
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(
3)
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These shares are held by the David & Alexa Topper Family Trust, U/D/T September 29, 1997, and are beneficially owned by David R. Topper and his wife, Alexa Toper, as settlors and trustees of the Trust, which is revocable.
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(
4)
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Includes 33,334 unvested restricted shares that are scheduled to vest on June 1, 2011, subject to acceleration of vesting in connection with the transactions under the Merger Agreement.
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(
5)
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The Shares shown are owned directly by Mike Heather.
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(
6)
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The shares shown are owned directly by Dr. Jeereddi Prasad.
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(
7)
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As of the date of this Report, these options are fully vested and currently exercisable.
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(
8)
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These options expire three years after termination of Mr. Heather's employment
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(
9)
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These options are fully vested and currently exercisable, except with respect to 66,667 of these options, which will vest on June 1, 2011, subject to acceleration of vesting in connection with the transactions under the Merger Agreement.
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Remarks:
This Form 3 is filed jointly by the following persons (collectively, "Reporting Persons"): Samuel S. Lee, David R. Topper, Alexa Topper, Mike Heather and Dr. Jeereddi Prasad. For reasons described in footnote 1, the Reporting Persons are deemed to be a "group" that beneficially owns more than 10% of Issuer's outstanding shares of common stock. No Reporting Person, other than Mr. Topper and Ms. Topper as to shares held in thir family trust, has any pecuniary interest in the shares of common stock owned by any other Reporting Person, and each Reporting Person disclaims beneficial ownership of any such shares. All securities shown in this Report have been previously reported separately by each Reporting Person.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LEE SAMUEL SANG-BUM
10780 SANTA MONICA BOULEVARD
SUITE 400
LOS ANGELES, CA 90025
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X
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TOPPER DAVID R
10780 SANTA MONICA BOULEVARD
SUITE 400
LOS ANGELES, CA 90025
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X
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TOPPER ALEXA
10780 SANTA MONICA BOULEVARD
SUITE 400
LOS ANGELES, CA 90025
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X
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Prasad Jeereddi
10780 SANTA MONICA BOULEVARD
SUITE 400
LOS ANGELES, CA 90025
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X
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Heather Mike
10780 SANTA MONICA BOULEVARD
SUITE 400
LOS ANGELES, CA 90025
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X
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Signatures
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/s/ Sam S. Lee
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8/23/2010
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**
Signature of Reporting Person
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Date
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/s/ David R. Topper
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8/22/2010
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**
Signature of Reporting Person
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Date
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/s/ Alexa Topper
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8/22/2010
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**
Signature of Reporting Person
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Date
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/s/ Mike Heather
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8/23/2010
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**
Signature of Reporting Person
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Date
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/s/ Dr. Jeereddi Prasad
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8/23/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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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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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 control number.
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