SEC FORM 4

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^*

BESSEMER VENTURE PARTNERS IV LP

(Last)

(First)

(Middle)

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IPC The Hospitalist Company, Inc. [ IPCM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2008		C		1,085,795	A	⁽¹⁾	1,085,795⁽²⁾	D⁽³⁾⁽⁴⁾
Common Stock	01/30/2008		S		288,131	D	$14.88	797,664	D⁽³⁾⁽⁴⁾
Common Stock	01/30/2008		C		55,359	A	⁽¹⁾	55,359⁽²⁾	D⁽⁴⁾⁽⁵⁾
Common Stock	01/30/2008		S		14,344	D	$14.88	41,015	D⁽⁴⁾⁽⁵⁾
Common Stock	01/30/2008		C		713,752	A	⁽¹⁾	713,752⁽²⁾	D⁽⁴⁾⁽⁶⁾
Common Stock	01/30/2008		S		189,468	D	$14.88	524,284	D⁽⁴⁾⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$0.842	01/24/2008		X			285,036	12/15/2000	04/07/2008	Series C Convertible Preferred Stock	285,036	$0.00	0	D⁽³⁾⁽⁴⁾
Warrants (right to buy)	$0.842	01/24/2008		X			190,024	12/15/2000	04/07/2008	Series C Convertible Preferred Stock	190,024	$0.00	0	D⁽⁴⁾⁽⁶⁾
Warrants (right to buy)	$0.842	01/24/2008		X			213,777	10/07/2002	04/07/2008	Series D Convertible Preferred Stock	213,777	$0.00	0	D⁽³⁾⁽⁴⁾
Warrants (right to buy)	$0.842	01/24/2008		X			142,517	10/07/2002	04/07/2008	Series D Convertible Preferred Stock	142,517	$0.00	0	D⁽⁴⁾⁽⁶⁾
Series C Convertible Preferred Stock	⁽⁷⁾	01/24/2008		X		285,036		⁽⁷⁾	⁽⁷⁾	Common Stock	285,036	$0.00	1,730,206	D⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁷⁾	01/24/2008		S			96,000	⁽⁷⁾	⁽⁷⁾	Common Stock	96,000	$0.00	1,634,206	D⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁷⁾	01/24/2008		X		190,024		⁽⁷⁾	⁽⁷⁾	Common Stock	190,024	$0.00	1,153,471	D⁽⁴⁾⁽⁶⁾
Series C Convertible Preferred Stock	⁽⁷⁾	01/24/2008		S			64,000	⁽⁷⁾	⁽⁷⁾	Common Stock	64,000	$0.00	1,089,471	D⁽⁴⁾⁽⁶⁾
Series D Convertible Preferred Stock	⁽⁷⁾	01/24/2008		X		213,777		⁽⁷⁾	⁽⁷⁾	Common Stock	213,777	$0.00	1,282,660	D⁽³⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽⁷⁾	01/24/2008		S			72,000	⁽⁷⁾	⁽⁷⁾	Common Stock	72,000	$0.00	1,210,660	D⁽³⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽⁷⁾	01/24/2008		X		142,517		⁽⁷⁾	⁽⁷⁾	Common Stock	142,517	$0.00	855,106	D⁽⁴⁾⁽⁶⁾
Series D Convertible Preferred Stock	⁽⁷⁾	01/24/2008		S			48,000	⁽⁷⁾	⁽⁷⁾	Common Stock	48,000	$0.00	807,106	D⁽⁴⁾⁽⁶⁾
Series A Convertible Preferred Stock	⁽⁷⁾	01/30/2008		C			2,166,438	⁽⁷⁾	⁽⁷⁾	Common Stock	338,506⁽²⁾	$0.00	0	D⁽³⁾⁽⁴⁾
Series A Convertible Preferred Stock	⁽⁷⁾	01/30/2008		C			354,295	⁽⁷⁾	⁽⁷⁾	Common Stock	55,359⁽²⁾	$0.00	0	D⁽⁴⁾⁽⁵⁾
Series A Convertible Preferred Stock	⁽⁷⁾	01/30/2008		C			1,376,522	⁽⁷⁾	⁽⁷⁾	Common Stock	215,081⁽²⁾	$0.00	0	D⁽⁴⁾⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁷⁾	01/30/2008		C			1,937,778	⁽⁷⁾	⁽⁷⁾	Common Stock	302,778⁽²⁾	$0.00	0	D⁽³⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁷⁾	01/30/2008		C			1,294,921	⁽⁷⁾	⁽⁷⁾	Common Stock	202,331⁽²⁾	$0.00	0	D⁽⁴⁾⁽⁶⁾
Series C Convertible Preferred Stock	⁽⁷⁾	01/30/2008		C			1,634,206	⁽⁷⁾	⁽⁷⁾	Common Stock	255,345⁽²⁾	$0.00	0	D⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁷⁾	01/30/2008		C			1,089,471	⁽⁷⁾	⁽⁷⁾	Common Stock	170,230⁽²⁾	$0.00	0	D⁽⁴⁾⁽⁶⁾
Series D Convertible Preferred Stock	⁽⁷⁾	01/30/2008		C			1,210,660	⁽⁷⁾	⁽⁷⁾	Common Stock	189,166⁽²⁾	$0.00	0	D⁽³⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽⁷⁾	01/30/2008		C			807,106	⁽⁷⁾	⁽⁷⁾	Common Stock	126,110⁽²⁾	$0.00	0	D⁽⁴⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

BESSEMER VENTURE PARTNERS IV LP

(Last)

(First)

(Middle)

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bessemer Venture Investors L.P.

(Last)

(First)

(Middle)

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BESSEC VENTURES IV LP

(Last)

(First)

(Middle)

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Upon the closing of the issuer's initial public offering, the convertible preferred stock converted into shares of the issuer's common stock on a 6.4-for-1 basis, and had no expiration date.

2. Reflects 1-for-6.4 reverse stock split which became effective on January 11, 2008.

3. These shares are held by Bessemer Venture Partners IV L.P. ("BVP IV").

4. Deer IV & Co. LLC is the general partner of each of BVP IV, Bessemer Venture Investors L.P. ("BVI") and Bessec Ventures IV L.P. ("Bessec IV" and together with BVP IV and BVI, the "BVP Funds") and may be deemed to have a beneficial interest in the shares held by the BVP Funds. The voting and investment power with respect to these shares is vested in the managing members of Deer IV & Co. LLC, consisting of William T. Burgin, David J. Cowan, Christopher F.O. Gabrieli and G. Felda Hardymon. Deer IV & Co. LLC disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.

5. These shares are held by BVI.

6. These shares are held by Bessec IV.

7. The convertible preferred stock is convertible at any time at the holder's election and has no expiration date. The shares automatically converted into shares of the issuer's common stock immediately prior to the issuer's initial public offering on a 6.4-for-1 basis.

Remarks:

	/s/ J. Edmund Colloton, Chief Operating Officer of Deer IV & Co. LLC, its general partner	02/01/2008
	/s/ J. Edmund Colloton, Chief Operating Officer of Deer IV & Co. LLC, its general partner	02/01/2008
	/s/ J. Edmund Colloton, Chief Operating Officer of Deer IV & Co. LLC, its general partner	02/01/2008
	** Signature of Reporting Person	Date
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