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* LEE SAMUEL SANG-BUM (Last) (First) (Middle) 10780 SANTA MONICA BOULEVARD SUITE 400 (Street) LOS ANGELES CA 90025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/16/2010	3. Issuer Name and Ticker or Trading Symbol PROSPECT MEDICAL HOLDINGS INC [ PZZ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, par value $0.01 per share	4,976,040(1)	D(2)
Common Stock, par value $0.01 per share	4,767,922(1)	I(3)	held by Trust(3)
Common Stock, par value $0.01 per share	300,000(1)(4)	D(5)
Common Stock, par value $0.01 per share	395,434(1)	D(6)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (Right to Buy)	(7)	08/20/2013	Common Stock	113,634	$2.64	D(2)
Options (Right to Buy)	(7)	08/20/2013	Common Stock	1,842,616	$2.4	D(2)
Options (Right to Buy)	(7)	12/18/2014	Common Stock	215,868	$4.4	D(2)
Options (Right to Buy)	(7)	12/18/2014	Common Stock	4,132	$4.84	D(2)
Options (Right to Buy)	(7)	08/20/2013	Common Stock	113,634	$2.64	D(3)
Options (Right to Buy)	(7)	08/20/2013	Common Stock	86,366	$2.4	D(3)
Options (Right to Buy)	(7)	05/30/2012	Common Stock	9,500	$5.2	D(4)
Options (Right to Buy)	(7)	(8)	Common Stock	300,000	$5	D(4)
Options (Right to Buy)	(9)	12/18/2014	Common Stock	200,000	$4.4	D(4)

1. Name and Address of Reporting Person* LEE SAMUEL SANG-BUM (Last) (First) (Middle) 10780 SANTA MONICA BOULEVARD SUITE 400 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TOPPER DAVID R (Last) (First) (Middle) 10780 SANTA MONICA BOULEVARD SUITE 400 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TOPPER ALEXA (Last) (First) (Middle) 10780 SANTA MONICA BOULEVARD SUITE 400 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Prasad Jeereddi (Last) (First) (Middle) 10780 SANTA MONICA BOULEVARD SUITE 400 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Heather Mike (Last) (First) (Middle) 10780 SANTA MONICA BOULEVARD SUITE 400 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. In connection with a merger Agreement, dated August 16, 2010 (the "Merger Agreement"), among Issuer, Ivy Holdings Inc. ("Parent") and a wholly owned subsidiary of Parent, the Reporting Persons entered into a contribution and subscription agreement (the "Contribution Agreement") with Parent pursuant to which they agreed to contribute an aggregate of approximatley 6,155,106 shares of Issuer's common stock owned by them in exchange for equity interests in Parent, in lieu of receiving cash merger consideration for such shares. The Reporting Persons also entered into a company stockholder voting agreement (the "Voting Agreement") pursuant to which they agreed to vote all of the shares of common stock that they now own or will own prior to the effective time of the merger in favor of the adoption of the Merger Agreement. Each of the Contribution Agreement and the Voting Agreement automatically terminates upon termination of the Merger Agreement or the occurrence of certain other events.

2. The shares shown are owned directly by Samuel S. Lee.

3. These shares are held by the David & Alexa Topper Family Trust, U/D/T September 29, 1997, and are beneficially owned by David R. Topper and his wife, Alexa Toper, as settlors and trustees of the Trust, which is revocable.

4. Includes 33,334 unvested restricted shares that are scheduled to vest on June 1, 2011, subject to acceleration of vesting in connection with the transactions under the Merger Agreement.

5. The Shares shown are owned directly by Mike Heather.

6. The shares shown are owned directly by Dr. Jeereddi Prasad.

7. As of the date of this Report, these options are fully vested and currently exercisable.

8. These options expire three years after termination of Mr. Heather's employment

9. These options are fully vested and currently exercisable, except with respect to 66,667 of these options, which will vest on June 1, 2011, subject to acceleration of vesting in connection with the transactions under the Merger Agreement.

Remarks:

This Form 3 is filed jointly by the following persons (collectively, "Reporting Persons"): Samuel S. Lee, David R. Topper, Alexa Topper, Mike Heather and Dr. Jeereddi Prasad. For reasons described in footnote 1, the Reporting Persons are deemed to be a "group" that beneficially owns more than 10% of Issuer's outstanding shares of common stock. No Reporting Person, other than Mr. Topper and Ms. Topper as to shares held in thir family trust, has any pecuniary interest in the shares of common stock owned by any other Reporting Person, and each Reporting Person disclaims beneficial ownership of any such shares. All securities shown in this Report have been previously reported separately by each Reporting Person.

	/s/ Sam S. Lee	08/23/2010
	/s/ David R. Topper	08/22/2010
	/s/ Alexa Topper	08/22/2010
	/s/ Mike Heather	08/23/2010
	/s/ Dr. Jeereddi Prasad	08/23/2010
	** Signature of Reporting Person	Date
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