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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

WISE ALLEN F

(Last)

(First)

(Middle)

COVENTRY HEALTH CARE, INC.

6705 ROCKLEDGE DRIVE, SUITE #900

(Street)

BETHESDA

20817

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NCO GROUP INC [ NCOG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2006

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	11/15/2006		D		8,700⁽¹⁾	D	⁽¹⁾	0	D

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)
Director Stock Option (Right to Buy)	$12.09	11/15/2006		D			1,500	⁽²⁾	12/19/2006	Common Stock	1,500	⁽³⁾	0	D
Director Stock Option (Right to Buy)	$16.67	11/15/2006		D			15,000	⁽²⁾	04/10/2007	Common Stock	15,000	⁽³⁾	0	D
Director Stock Option (Right to Buy)	$19.42	11/15/2006		D			3,000	⁽²⁾	06/23/2007	Common Stock	3,000	⁽³⁾	0	D
Director Stock Option (Right to Buy)	$21.63	11/15/2006		D			3,000	⁽²⁾	06/29/2008	Common Stock	3,000	⁽³⁾	0	D
Director Stock Option (Right to Buy)	$33	11/15/2006		D			3,000	⁽²⁾	05/26/2009	Common Stock	3,000	⁽⁴⁾	0	D
Director Stock Option (Right to Buy)	$31.19	11/15/2006		D			3,000	⁽²⁾	05/15/2010	Common Stock	3,000	⁽⁴⁾	0	D
Director Stock Option (Right to Buy)	$25.35	11/15/2006		D			3,000	⁽²⁾	05/15/2011	Common Stock	3,000	⁽³⁾	0	D
Director Stock Option (Right to Buy)	$27.51	11/15/2006		D			3,000	⁽²⁾	05/20/2012	Common Stock	3,000	⁽⁴⁾	0	D
Director Stock Option (Right to Buy)	$18.17	11/15/2006		D			3,000	⁽²⁾	05/19/2013	Common Stock	3,000	⁽³⁾	0	D
Director Stock Option (Right to Buy)	$22.72	11/15/2006		D			3,000	⁽²⁾	05/17/2014	Common Stock	3,000	⁽³⁾	0	D
Director Stock Option (Right to Buy)	$19.5	11/15/2006		D			3,000	⁽²⁾	05/16/2015	Common Stock	3,000	⁽³⁾	0	D
Director Stock Option (Right to Buy)	$26	11/15/2006		D			3,000	⁽²⁾	05/16/2016	Common Stock	3,000	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the merger agreement dated as of July 21, 2006 by and among NCO, Collect Holdings, Inc. and Collect Acquisition Corp. (i) 5,700 shares of NCO common stock were disposed of in exchange for $27.50 per share and (ii) 3,000 restricted stock units ("RSUs"), which became fully vested upon consummation of the merger, were cancelled in exchange for a cash payment equal to $27.50 per RSU.

2. Generally, options become exercisable one year after the date of grant. Effective December 29, 2005, the board of directors accelerated unvested options with an exercise price equal to or greater than $17.25 per share. Unvested options became exercisable in full upon consummation of the merger.

3. Pursuant to the merger agreement dated as of July 21, 2006 by and among NCO, Collect Holdings, Inc. and Collect Acquisition Corp., this option was cancelled in exchange for a cash payment equal to the product of (i) the number of shares of NCO common stock subject to the option multiplied by (ii) the excess of $27.50 over the per share exercise price.

4. This option was cancelled pursuant to the merger agreement dated as of July 21, 2006 by and among NCO, Collect Holdings, Inc. and Collect Acquisition Corp.

Remarks:

The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person.

	/s/ Steven L. Winokur, attorney-in-fact	11/15/2006
	** 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).
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.