SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

KIMBERLIN KEVIN

(Last)

(First)

(Middle)

535 MADISON AVENUE

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2005

3. Issuer Name and Ticker or Trading Symbol
PROSPECT MEDICAL HOLDINGS INC [ PZZ ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	66,667	I	See Note⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	09/19/2003	09/19/2010	Common Stock	372,939	$1	I	See Note⁽¹⁾
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	205,454⁽³⁾	$5.5⁽³⁾	I	See Notes⁽⁴⁾⁽⁵⁾
Warrants	01/15/2004	01/15/2014	Series A Preferred Stock	89,919	$5.5	I	See Note⁽⁶⁾

Explanation of Responses:

1. Reflects holdings of Spencer Trask Investment Partners, LLC ("STIP"), a Delaware limited liability company, of which the Reporting Person is the non-member manager.

2. Currently exercisable; no expiration date.

3. According to the Issuer's Amendment 5 to Form 10 filed 04/07/05, each holder of Series A Preferred Stock may convert the shares of Series A Preferred Stock into shares of the Issuer's Common Stock at any time based upon a conversion ratio equal to the $5.50 per share purchase price of the Series A Preferred Stock divided by the conversion price in effect at the time of conversion. The conversion price is currently $5.50 per share, thereby making the initial conversion ratio one share of Common Stock for each share of Series A Preferred Stock.

4. Includes 81,818 shares held by Spencer Trask Private Equity Fund I LP ("Fund"); 40,909 shares held by Spencer Trask Private Equity Fund II LP ("Fund II"); 51,818 shares held by Spencr Trask Private Eqity Accredited Fund III LLC ("Fund III"); and 30,909 shares held by Spencer Trask Illumination Fund LLC ("Illumination Fund"). The general partner of each of Fund I and Fund II is Trask Partners LLC, a Delaware limited liability company, which is 100%-owned by Spencer Trask & Co., Inc. ("ST&Co."), a Delaware corporation, of which the Reporting Person is the controlling stockholder. The manager of Fund III is Spencer Trask Private Equity Accredited Management Fund III LLC, a Delaware limited liability company, which is owned by ST&Co. The manager of the Illumination Fund is LLC Management Services Inc., a Delaware corporation, which is owned by ST&Co.

5. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

6. Reflects holdings of Spencer Trask Ventures, Inc. ("STVI"), a Delaware corporation and wholly-owned subsidiary of ST&Co. Upon exercise of these warrants and issuance of the underlying 89,919 shares of Series A Preferred Stock, such 89,919 shares of Series A Preferred Stock would be immediately convertible into shares of Common Stock in accordance with the terms described in Note 3 hereof.

	/s/ Kevin B. Kimberlin	05/09/2005
	** 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 5 (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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