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^*

CB HEALTHCARE FUND LP

(Last)

(First)

(Middle)

800 BOYLSTON STREET, SUITE 1585

(Street)

BOSTON

02199

(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		1,568,783	A	⁽¹⁾	1,568,783⁽⁴⁾	D⁽²⁾
Common Stock	01/30/2008		S		420,237	D	$14.88	1,148,546	D⁽²⁾

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)
Warrant (right to buy)	$0.842	01/24/2008		X			534,442	12/15/2000	04/07/2008	Series C Convertible Preferred Stock	534,442	$0	0	D⁽²⁾
Warrant (right to buy)	$0.842	01/24/2008		X			475,059	10/07/2002	04/07/2008	Series D Convertible Preferred Stock	475,059	$0	0	D⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	01/30/2008⁽³⁾		X		534,442		⁽³⁾	⁽³⁾	Common Stock	534,442	$0	3,244,135	D⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	01/30/2008⁽³⁾		S			180,000	⁽³⁾	⁽³⁾	Common Stock	180,000	$0	3,064,135	D⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	01/30/2008⁽³⁾		X		475,059		⁽³⁾	⁽³⁾	Common Stock	475,059	$0	2,850,356	D⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	01/30/2008⁽³⁾		S			160,000	⁽³⁾	⁽³⁾	Common Stock	160,000	$0	2,690,356	D⁽²⁾
Series B Convertible Preferred Stock	⁽³⁾	01/30/2008		C			4,285,714	⁽³⁾	⁽³⁾	Common Stock	669,643⁽⁴⁾	$0	0	D⁽²⁾
Series C Convertible Preferred Stock	⁽³⁾	01/30/2008		C			3,064,135	⁽³⁾	⁽³⁾	Common Stock	478,771⁽⁴⁾	$0	0	D⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	01/30/2008		C			2,690,356	⁽³⁾	⁽³⁾	Common Stock	420,369⁽⁴⁾	$0	0	D⁽²⁾

1. Name and Address of Reporting Person^*

CB HEALTHCARE FUND LP

(Last)

(First)

(Middle)

800 BOYLSTON STREET, SUITE 1585

(Street)

BOSTON

02199

(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^*

CB Health Ventures, LLC

(Last)

(First)

(Middle)

800 BOYLSTON STREET, SUITE 1585

(Street)

BOSTON

02199

(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. Shares are held by CB Healthcare Fund, L.P. CB Health Ventures, L.L.C., the general partner of CB Healthcare Fund, L.P. and Frederick R. Blume, Daniel M. Enrico Petrillo and Robert B. Schulz, the managers of CB Health Ventures, L.L.C., may be deemed to share voting and dispositive power over the shares held by CB Healthcare Fund, L.P. Such persons and entities disclaim beneficial ownership of shares held by CB Healthcare Fund, L.P. except to the extent of any pecuniary interest therein.

3. 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.

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

	/s/ Fernando Sarria, attorney-in-fact	01/31/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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