-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QMCWjesKs7SOKxSChxbFsdC4sTNyMCaagui9UjbdAIq23atUUSzw1x23hiT+zZ8s iDaUl41JzlcMkk0pkR6sfw== 0000911420-06-000112.txt : 20060214 0000911420-06-000112.hdr.sgml : 20060214 20060214154745 ACCESSION NUMBER: 0000911420-06-000112 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: CHANNEL PARTNERSHIP II, LP GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD PARTENRS SMALL CAP VALUE, L.P. GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROSPECT MEDICAL HOLDINGS INC CENTRAL INDEX KEY: 0001063561 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 330604264 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81215 FILM NUMBER: 06614536 BUSINESS ADDRESS: STREET 1: 6083 BRISTOL PARKWAY STREET 2: SUITE 100 CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 310-338-8677 MAIL ADDRESS: STREET 1: 6083 BRISTOL PARKWAY STREET 2: SUITE 100 CITY: CULVER CITY STATE: CA ZIP: 90230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 SC 13G/A 1 d1156760.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13G/A

(Amendment No. 1)

Prospect Medical Holdings, Inc.

(Name of Issuer)

Common Stock, $.01 Par Value Per Share

(Title of Class of Securities)

743494106

(CUSIP Number of Class of Securities)

December 31, 2005

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule

is filed:

o	RULE 13d-1(b)
x	RULE 13d-1(c)
o	RULE 13d-1(d)

CUSIP NO. 743494106 Page 2 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person Wynnefield Partners Small Cap Value, L.P. 13-3688497

2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b)x Reporting person is affiliated with other persons

3)	SEC Use Only

4)	Citizenship Or Place Of Organization: Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5)	Sole Voting Power:
			76,500 Shares

		6)	Shared Voting Power

		7)	Sole Dispositive Power:
			76,500 Shares

		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
	76,500 Shares

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
	(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
	1.1 % of Common Stock

12)	Type of Reporting Person (See Instructions) PN

CUSIP NO. 743494106 Page 3 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person (entities only) Wynnefield Partners Small Cap Value, L.P. I. 13-3953291

2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC Use Only

4)	Citizenship Or Place Of Organization: Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5)	Sole Voting Power:
			124,500 Shares

		6)	Shared Voting Power

		7)	Sole Dispositive Power:
			124,500 Shares

		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
	124,500 Shares

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
	(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
	1.8 % of Common Stock

12)	Type of Reporting Person: PN

CUSIP NO. 743494106 Page 4 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)

2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC Use Only

4)	Citizenship Or Place Of Organization: Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5)	Sole Voting Power:
			107,500 Shares

		6)	Shared Voting Power

		7)	Sole Dispositive Power:
			107,500 Shares

		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
	107,500 Shares

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
	(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
	1.6 %

12)	Type of Reporting Person (See Instructions) CO

CUSIP NO. 743494106 Page 5 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person (entities only) Wynnefield Capital Management, LLC 13-4018186

2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC Use Only

4)	Citizenship Or Place Of Organization: New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5)	Sole Voting Power:
			201,000 Shares (1)

		6)	Shared Voting Power

		7)	Sole Dispositive Power:
			201,000 Shares (1)

		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
	201,000 Shares (1)

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
	(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
	2.9% ⁽¹⁾

12)	Type of Reporting Person: OO (Limited Liability Company)
⁽¹⁾Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.

CUSIP NO. 743494106 Page 6 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person (entities only) Wynnefield Capital, Inc. (No IRS Identification No.)

2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC Use Only

4)	Citizenship Or Place Of Organization: Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5)	Sole Voting Power:
			107,500 Shares ⁽¹⁾

		6)	Shared Voting Power

		7)	Sole Dispositive Power:
			107,500 Shares ⁽¹⁾

		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
	107,500 Shares ⁽¹⁾

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
	(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
	1.6 % (1)

12)	Type of Reporting Person (See Instructions) CO

(1) Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.

CUSIP NO. 743494106 Page 7 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person Channel Partnership II, L.P. 22-3215653

2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC Use Only

4)	Citizenship Or Place Of Organization: Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5)	Sole Voting Power:
			88,900 Shares

		6)	Shared Voting Power

		7)	Sole Dispositive Power:
			88,900 Shares

		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
	88,900 Shares

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
	(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
	1.3%

12)	Type of Reporting Person (See Instructions) IN

CUSIP NO. 743494106 Page 8 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person Nelson Obus

2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC Use Only

4)	Citizenship Or Place Of Organization: Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5)	Sole Voting Power:
			88,900 Shares⁽¹⁾

		6)	Shared Voting Power

		7)	Sole Dispositive Power:
			88,900 Shares⁽¹⁾

		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person:
	88,900 Shares ⁽¹⁾

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
	(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
	1.3 % ⁽¹⁾

12)	Type of Reporting Person (See Instructions) IN
⁽¹⁾Mr. Obus. holds an indirect beneficial interest in these shares which are directly beneficially owned by Channel Partnership II, L.P.

ITEM 1(a). Name of Issuer:
		Prospect Medical Holdings, Inc.

ITEM 1(b). Address of Issuer's Principal Executive Offices:
		6083 Bristol Parkway, Suite 100, Culver City, CA 90230

ITEM 2(a). Names of Persons Filing:
		Wynnefield Partners Small Cap Value, L.P. (“Partners”)
		Wynnefield Partners Small Cap Value, L.P. I (“Partners I”)
		Wynnefield Small Cap Value Offshore Fund, Ltd. (“Fund”)
		Wynnefield Capital Management, LLC (“WCM”)
		Wynnefield Capital, Inc. (“WCI”)
		Channel Partnership II, L.P. (“Channel”)
		Nelson Obus (“Obus”)

ITEM 2(b).				Address of Principal Business Office Or, If None, Residence:
		450 Seventh Avenue, Suite 509, New York, New York 10123

ITEM 2(c).				Citizenship:
		Partners and Partners I are Delaware Limited Partnerships
		Fund and WCI are Cayman Islands Companies
		WCM is a New York Limited Liability Company
		Channel is a New York Limited Partnership
		Mr. Obus is an individual

ITEM 2(d).				Title of Class of Securities:
		Common Stock, $.01 Par Value Per Share

ITEM 2(e).				CUSIP Number: 743494106

ITEM 3. If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is:
	None of the reporting persons is an entity specified in Rule 13d-1(b)(1)(ii).

ITEM 4.				Ownership:
(a)	Amount beneficially owned by all reporting persons: 397,400 Shares
(b)	Percent of class: 5.8% of Common Stock
(c)	Number of shares as to which the reporting persons have:
			(i)		sole power to vote or to direct the vote:
					397,400 Shares
			(ii)		shared power to vote or to direct the vote
			(iii)		sole power to dispose or to direct the disposition:
					397,400 Shares
			(iv)		shared power to dispose or to direct the disposition


ITEM 5.			Ownership of five percent or less of a class.
	Not applicable.

ITEM 6.			Ownership of more than five percent on behalf of another person.
	Not applicable.

ITEM 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company.
	Not applicable.

ITEM 8.		Identification and classification of members of the group.
	None of the reporting persons who have filed this schedule is a person, as defined in Rule 13d-1(b)(1)(ii), promulgated pursuant to the Securities Exchange Act of 1934.

ITEM 9.			Notice of dissolution of group.
	Not applicable.

ITEM 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection or as a participant in any transaction having that purpose or effect.

Dated:	February 13, 2006
		WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
		By:	Wynnefield Capital Management, LLC, General Partner

			By:/s/Nelson Obus
			Nelson Obus, Managing Member
		WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
		By:	Wynnefield Capital Management, LLC, General Partner

			By:/s/Nelson Obus
			Nelson Obus, Presidentr
		WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
		By:	Wynnefield Capital, Inc.
			By:/s/Nelson Obus
			Nelson Obus, Managing Member
		CHANNEL PARTNERSHIP II, L.P.
		By:	/s/Nelson Obus
			Nelson Obus, General Partner
		WYNNEFIELD CAPITAL MANAGEMENT, LLC
		By:	/s/Nelson Obus
			Nelson Obus, Managing Member
		WYNNEFIELD CAPITAL, INC.
		By:	/s/Nelson Obus
			Nelson Obus, President
		/s/Nelson Obus
		Nelson Obus, Individually

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