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
PEDIATRIC SERVICES OF AMERICA INC [ PSAI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2006 | ||||||||||||||||||||||||||
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 | 06/30/2006 | J(1)(3) | 76,307 | D | (1)(3) | 0 | I | By The D3 Children's Fund, L.P. | ||
Common Stock | 06/30/2006 | J(1)(3) | 228,799 | D | (1)(3) | 0 | I | By The D3 Family Retirement Fund, L.P. | ||
Common Stock | 06/30/2006 | J(1)(3) | 554,389 | D | (1)(3) | 148,901 | I | By The D3 Family Fund, L.P. | ||
Common Stock | 06/30/2006 | J(2)(3) | 153,074 | A | (2)(3) | 301,974 | I | By The D3 Family Fund, L.P. | ||
Common Stock | 06/30/2006 | J(2)(3) | 706,422 | A | (2)(3) | 841,044 | I | By The D3 Family Bulldog Fund, L.P. | ||
Common Stock | 310,426 | I | By The DIII Offshore Fund, L.P. |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Pro rata distribution of issuer shares owned by limited partnership to its general and limited partners as part of consolidation of funds within fund family. These shares have previously been included in statements filed by David Nierenberg, President of Nierenberg Investment Management Company, Inc., the general partner of the limited partnership and by Nierenberg Investment Management Company, Inc. |
2. Pro rata receipt of issuer shares by limited partnership from its general and limited partners as part of consolidation of funds within fund family. These shares have previously been included in statements filed by David Nierenberg, President of Nierenberg Investment Management Company, Inc., the general partner of the limited partnership and by Nierenberg Investment Management Company, Inc. |
3. Four of the reporting persons, D3 Childrens Fund, LP (CIK 0001226845), D3 Family Fund, LP (CIK 0001282685), DIII Offshore Fund, LP (CIK 0001282684) and D3 Family Retirement Fund, LP (CIK 0001226843), would be reported in this filing if we had the appropriate Edgar codes from the SEC. We made a formal request for the codes from the SEC. Since we do not have all of the appropriate codes at the time of this filing, we will file an amended Form 4 when we receive the correct Edgar codes. |
Remarks: |
As officers of Nierenberg Investment Management Company, Inc., the sole general partner of each of the limited partnerships, David Nierenberg, Henry Hooper and Cara Denver may be deemed to share voting and investment power over the issuer shares owned by the limited partnerships. Each officer is allocated by agreement a portion of the general partner's carried interest in each of the limited partnerships, and each officer beneficially owns limited partnerships interest in The D3 Family Fund, L.P. Each of the reporting persons disclaims beneficial ownership except to the extent of the reporting person's pecuniary interest. |
David Nierenberg, President, Nierenberg Investment Management Company, Inc. (NIMCO) | 07/05/2006 | |
David Nierenberg | 07/05/2006 | |
Henry Hooper | 07/05/2006 | |
Cara Denver | 07/05/2006 | |
David Nierenberg, President, NIMCO, General Partner of The D3 Family Bulldog Fund, L.P. | 07/05/2006 | |
David Nierenberg, President, Nierenberg Investment Management Offshore inc. (NIMO) | 07/05/2006 | |
** 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. |