| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VERTICAL HEALTH SOLUTIONS INC [ VHSL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| COMMON STOCK | 265,239 | D | ||||||||
| COMMON STOCK | 15,240 | I | BY: GRANDCHILDREN(2) | |||||||
| COMMON STOCK | 07/27/2004 | 07/30/2004 | J(3) | 10,000 | A | $0 | 1,336,195 | D | ||
| COMMON STOCK | 02/10/2006 | 02/10/2006 | J(4) | 12,000 | A | $0 | 1,348,195 | D | ||
| COMMON STOCK | 02/10/2006 | 02/10/2006 | J(3) | 40,000 | D | $0 | 1,388,195 | D | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| OPTIONS ON UNITS(1) | $5.1 | 10/09/2003 | A | 10,000 | 10/09/2003 | 10/09/2008 | COMMON STOCK AND WARRANT | 10,000 | $0 | 10,000 | D | ||||
| COMMON STOCK OPTIONS | $5.1 | 04/21/2003 | 04/21/2008 | COMMON STOCK | 10,000 | 10,000 | D | ||||||||
| OPTIONS ON UNITS | $5.1 | 02/10/2006 | 02/10/2006 | J | 10,000 | 02/10/2006 | 02/10/2006 | COMMON STOCK | 10,000 | $0 | 0 | D | |||
| Explanation of Responses: |
| 1. Each unit consists of one share of common stock and one redeemable class A warrant exercisable into one share of common stock at an exercise price of $6.25 per share, subject to adjustment. |
| 2. THESE SHARES ARE HELD BY THE REPORTING PERSON AS CUSTODIAN FOR TWO OF HIS GRANDCHILDREN: 7,620 SHARES FOR JOSEPH J. ZAM JR. AND 7,620 SHARES FOR KATELYN C. ZAM |
| 3. SHARES RECEIVED IN CONSIDERATION FOR PERSONAL FINANCIAL GUARANTEE ON BEHALF OF THE COMPANY |
| 4. Received 12,000 shares in exhange for retirement of outstanding options and warrants |
| /s/ Stephen M. Watters, as attorney in fact for Alfred Lehmkuhl | 05/22/2006 | |
| ** 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. | ||