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^*

ADLERZ CLIFFORD G

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2004

3. Issuer Name and Ticker or Trading Symbol
SYMBION INC/TN [ SMBI ]

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

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

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	919,336⁽¹⁾	D
Common Stock	14,057⁽¹⁾	I⁽²⁾	By Trust

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)
Stock Options	05/11/2000⁽³⁾	05/11/2005	Common Stock	140,000⁽¹⁾	$1.88⁽¹⁾	D
Stock Options	05/16/2003⁽⁴⁾	05/16/2012	Common Stock	480,000⁽¹⁾	$3.13⁽¹⁾	D
Stock Options	12/11/2004⁽⁵⁾	12/11/2013	Common Stock	310,000⁽¹⁾	$3.13⁽⁶⁾	D

Explanation of Responses:

1. Does not reflect a reverse stock split of the issuer's common stock expected to be effective upon the closing of the issuer's initial public offering at a ratio to be determined in the discretion of the issuer's Board of Directors, provided that such ratio will not be less than one-for-two and will not exceed one-for six.

2. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

3. The options vest in four equal annual installments beginning on May 11, 2000.

4. The options vest in four equal annual installments beginning on May 16, 2003.

5. The options vest in four equal annual installments beginning on December 11, 2004.

6. The exercise price of the option will be equal to the offering price of the issuer's common stock in an initial public offering by the issuer if that occurs on or before June 11, 2004; otherwise, the exercise price of the option will be $3.13 per share (subject to adjustment to reflect the expected reverse stock split).

	/s/ Clifford G. Adlerz	01/30/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.