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
	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* Mountain Merger Sub Corp. (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS V, L.P. 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HEALTH GRADES INC [ HGRD ]	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) 10/07/2010
	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, par value $0.001 per share	10/07/2010		J(1)		42,676,193	A	$8.2	42,676,193(2)(3)	D

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* Mountain Merger Sub Corp. (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS V, L.P. 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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* Mountain Acquisition Corp. (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS V, L.P. 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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* Mountain Acquisition Holdings, LLC (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS V, L.P. 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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* Vestar Capital Partners V L P (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS V, L.P. 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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* VESTAR ASSOCIATES V, L.P. (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS V, L.P. 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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* VESTAR MANAGERS V LTD. (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS V, L.P. 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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. Reflects shares purchased in a tender offer; shares acquired from Health Grades, Inc. ("Company") pursuant to the exercise of the top-up option provided in the Agreement and Plan of Merger, dated July 27, 2010 (as amended), by and among the Company, Mountain Acquisition Corp. ("Parent"), Mountain Merger Sub Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Purchaser"), and Mountain Acquisition Holdings, LLC ("Holdings"); and shares not tendered in the tender offer and deemed acquired pursuant to the consummation of the merger of the Purchaser with and into the Company ("Merger"). At the effective time of the Merger, the aforementioned shares were cancelled and ceased to exist and each share of the Purchaser converted into shares of the Company. Purchaser's separate corporate existence ceased and the Company survived as a direct wholly owned subsidiary of the Parent.

2. The reporting persons disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that any of the reporting persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

3. These shares are owned directly by the Parent. Parent is wholly-owned by Holdings. Holdings is wholly-owned by Vestar Capital Partners V, L.P. ("Vestar"). The general partner of Vestar is Vestar Associates V, L.P. ("Associates"). The general partner of Associates is Vestar Managers V Ltd. ("Managers"). Holdings, Vestar, Associates and Managers may be deemed to be the indirect beneficial owners of these shares.

	Mountain Merger Sub Corp. by /s/ Steven Della Rocca	10/07/2010
	Mountain Acquisition Corp. by /s/ Steven Della Rocca	10/07/2010
	Mountain Acquisition Holdings, LLC by /s/ Steven Della Rocca	10/07/2010
	Vestar Capital Partners V, L.P. by /s/ Brian P. Schwartz	10/07/2010
	Vestar Associates V, L.P. by /s/ Brian P. Schwartz	10/07/2010
	Vestar Managers V Ltd. by /s/ Brian P. Schwartz	10/07/2010
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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