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^*

SERRAO GREGORY A

(Last)

(First)

(Middle)

401 EDGEWATER PLACE, SUITE 430

(Street)

WAKEFIELD

01880

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN DENTAL PARTNERS INC [ ADPI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	02/09/2012		D		471,100⁽¹⁾	D	$19⁽²⁾	0	D
Common Stock	02/09/2012		D		19,400	D	$19⁽²⁾	0	I	See Footnote⁽³⁾

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)
Nonqualified Option (Right to Buy)	$5.99	02/09/2012		D			219,613	02/09/2012⁽⁴⁾	07/03/2013	Common Stock	219,613	$13.01	0	D
Nonqualified Option (Right to Buy)	$6.53	02/09/2012		D			68,100	02/09/2012⁽⁵⁾	02/24/2019	Common Stock	68,100	⁽⁶⁾	0	D
Nonqualified Option (Right to Buy)	$8.9	02/09/2012		D			33,150	02/09/2012⁽⁵⁾	02/24/2014	Common Stock	33,150	⁽⁷⁾	0	D
Nonqualified Option (Right to Buy)	$12.85	02/09/2012		D			73,500	02/09/2012⁽⁵⁾	02/28/2021	Common Stock	73,500	⁽⁸⁾	0	D
Nonqualified Option (Right to Buy)	$13.17	02/09/2012		D			85,400	02/09/2012⁽⁵⁾	02/23/2020	Common Stock	85,400	⁽⁹⁾	0	D
Nonqualified Option (Right to Buy)	$13.8	02/09/2012		D			55,400	02/09/2012⁽⁵⁾	02/21/2016	Common Stock	55,400	⁽¹⁰⁾	0	D
Nonqualified Option (Right to Buy)	$15.75	02/09/2012		D			40,650	02/09/2012⁽⁵⁾	02/22/2015	Common Stock	40,650	⁽¹¹⁾	0	D

Explanation of Responses:

1. The disposed shares include 3,300 shares held jointly by Mr. Serrao and his wife.

2. Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 4, 2011, among the Company, JLL Crown Holdings, LLC, and JLL Crown Merger Sub, Inc. (the "Merger Agreement"). At the effective time of the merger on February 9, 2012, each share of Company common stock issued and outstanding immediately prior to the effective time of the merger (except for the excluded shares) was converted into the right to receive $19.00 in cash, without interest and less any applicable withholding taxes.

3. The disposed shares consisted of 11,900 shares owned by a family trust, of which Mr. Serrao is the grantor and trustee, and 7,500 shares held by Mr. Serrao's wife.

4. Disposed of pursuant to the Merger Agreement. Immediately prior to the effective time of the merger on February 9, 2012, pursuant to the terms of the Merger Agreement, each then-outstanding option to purchase shares of Company common stock, whether or not vested or exercisable, became fully vested and exercisable and was converted into the right to receive an amount in cash equal to the product of (i) the excess of the merger consideration of $19.00 per share over the applicable exercise price per share of the stock option and (ii) the number of shares of Company common stock the holder could have purchased had the holder exercised the stock option in full immediately prior to the effective time of the merger, without interest and less any applicable withholding taxes.

5. Immediately prior to the effective time of the merger on February 9, 2012, pursuant to the terms of the Merger Agreement, each then-outstanding option to purchase shares of Company common stock, whether or not vested or exercisable, became fully vested and exercisable.

6. This option was converted into an option to purchase 1,132 shares of common stock of ADPI Holdings, Inc., a subsidiary of JLL Crown Holdings, LLC, with an exercise price of $250.00 per share.

7. This option was converted into an option to purchase 446 shares of common stock of ADPI Holdings, Inc., a subsidiary of JLL Crown Holdings, LLC, with an exercise price of $250.00 per share.

8. This option was converted into an option to purchase 602 shares of common stock of ADPI Holdings, Inc., a subsidiary of JLL Crown Holdings, LLC, with an exercise price of $250.00 per share.

9. This option was converted into an option to purchase 663 shares of common stock of ADPI Holdings, Inc., a subsidiary of JLL Crown Holdings, LLC, with an exercise price of $250.00 per share.

10. This option was converted into an option to purchase 384 shares of common stock of ADPI Holdings, Inc., a subsidiary of JLL Crown Holdings, LLC, with an exercise price of $250.00 per share.

11. This option was converted into an option to purchase 175 shares of common stock of ADPI Holdings, Inc., a subsidiary of JLL Crown Holdings, LLC, with an exercise price of $250.00 per share.

	Mark W. Vargo, Attorney-in-Fact and Agent	02/09/2012
	** Signature of Reporting Person	Date
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