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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred Stock | (1) | 05/25/2010 | C | 15,927 | (1) | (1) | Common Stock | 19,136,400 | $ 0 | 0 | I | See Footnote (2) | |||
Series D Convertible Preferred Stock | (1) | 05/25/2010 | C | 452,193 | (1) | (1) | Common Stock | 1,772,596 | $ 0 | 0 | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Accretive Associates SBIC, LLC 51 MADISON AVENUE 31ST FLOOR NEW YORK, NY 10010 |
X | |||
ACCRETIVE INVESTORS SBIC LP 51 MADISON AVENUE 31ST FLOOR NEW YORK, NY 10010 |
X |
By: ACCRETIVE ASSOCIATES SBIC, LLC, By: /s/ J. Michael Cline, Managing Member | 05/27/2010 | |
**Signature of Reporting Person | Date | |
By: ACCRETIVE INVESTORS, SBIC, L.P, By: ACCRETIVE ASSOCIATES SBIC, LLC, By: /s/ J. Michael Cline, Managing Member | 05/27/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each share of Series A Convertible Preferred Stock represented herein converted into 1,201.5069 shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock"), and had no expiration date. Each share of Series D Convertible Preferred Stock represented herein converted into 3.92 shares of Common Stock and had no expiration date. |
(2) | Accretive Investors SBIC, L.P. directly beneficially owns the reported securities. Accretive Associates SBIC, LLC is the general partner of Accretive Investors SBIC, L.P. J. Michael Cline is the managing member of Accretive Associates SBIC, LLC and serves on the board of directors of Accretive Health, Inc. Each of Accretive Investors SBIC, L.P. and Accretive Associates SBIC, LLC disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, if any. |
(3) | Reflects shares of Common Stock received in satisfaction of a liquidation preference required to be made to Accretive Investors SBIC, L.P. in connection with the close of the Issuer's initial public offering. |