-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jg8CaOJvB00JJeiauYPq5OdC4/+gv+MnKXgz2WiWPlywnhtt+sDh7u++4323X4N7 fORaF96gNbwk7vwESxUixQ== 0000919574-09-003259.txt : 20090217 0000919574-09-003259.hdr.sgml : 20090216 20090213212145 ACCESSION NUMBER: 0000919574-09-003259 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: American Caresource Holdings, Inc. CENTRAL INDEX KEY: 0001316645 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 200428568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81245 FILM NUMBER: 09606575 BUSINESS ADDRESS: STREET 1: 5429 LYNDON B. JOHNSON FREEWAY STREET 2: SUITE 700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-308-6830 MAIL ADDRESS: STREET 1: 5429 LYNDON B. JOHNSON FREEWAY STREET 2: SUITE 700 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: American Caresouce Holdings, Inc. DATE OF NAME CHANGE: 20050204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANCHESTER MANAGEMENT CO LLC CENTRAL INDEX KEY: 0001169253 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2 INTERNATIONAL PL. STREET 2: 24TH FL. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6178568995 MAIL ADDRESS: STREET 1: 2 INTERNATIONAL PL STREET 2: 24TH FL. CITY: BOSTON STATE: MA ZIP: 02110 SC 13G/A 1 d961628_13g-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)(1) American Caresource Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 02505A 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 02505A 10 3 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Manchester Management Company, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 977,163 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 977,163 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 977,163 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.42% 12. TYPE OF REPORTING PERSON* IA CUSIP No. 02505A 10 3 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Donald E. Besser 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 977,163 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 977,163 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 977,163 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.42% 12. TYPE OF REPORTING PERSON* IN, HC CUSIP No. 02505A 10 3 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James E. Besser 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 100,850 6. SHARED VOTING POWER 977,163 7. SOLE DISPOSITIVE POWER 100,850 8. SHARED DISPOSITIVE POWER 977,163 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,078,013 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.08% 12. TYPE OF REPORTING PERSON* IN, HC CUSIP No. 02505A 10 3 Item 1(a). Name of Issuer: American Caresource Holdings, Inc. -------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 5429 Lyndon B. Johnson Freeway Suite 700 Dallas, TX 75240 -------------------------------------------------------------------- Item 2(a). Name of Persons Filing: Manchester Management Company, LLC Donald E. Besser James E. Besser -------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: 545 Boylston Street Suite 202 Boston, Massachusetts 02116 -------------------------------------------------------------------- Item 2(c). Citizenship: Manchester Management Company, LLC: Delaware Limited Liability Company Donald E. Besser: United States of America James E. Besser: United States of America -------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 -------------------------------------------------------------------- Item 2(e). CUSIP Number: 02505A 10 3 -------------------------------------------------------------------- Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 977,163 shares owned by Manchester Management Company, LLC 977,163 shares owned by Donald E. Besser 1,078,013 shares owned by James E. Besser ----------------------------------------------------------------------- (b) Percent of class: 6.42% owned by Manchester Management Company, LLC 6.42% owned by Donald E. Besser 7.08% owned by James E. Besser ----------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Manchester Management Company, LLC: 0 shares Donald E. Besser: 0 shares James E. Besser: 100,850 shares ------------------------------------------------------------------ (ii) Shared power to vote or to direct the vote Manchester Management Company, LLC: 977,163 shares Donald E. Besser: 977,163 shares James E. Besser: 977,163 shares ------------------------------------------------------------------ (iii) Sole power to dispose or to direct the disposition of Manchester Management Company, LLC: 0 shares Donald E. Besser: 0 shares James E. Besser: 100,850 shares ------------------------------------------------------------------ (iv) Shared power to dispose or to direct the disposition of Manchester Management Company, LLC: 977,163 shares Donald E. Besser: 977,163 shares James E. Besser: 977,163 shares ------------------------------------------------------------------ Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. N/A ----------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ----------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ----------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ----------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ----------------------------------------------------------------------- Item 10. Certifications. By signing below I certify that, to the best of my and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. MANCHESTER MANAGEMENT COMPANY, LLC* By: /s/ Donald E. Besser - ---------------------------------------- Donald E. Besser, Principal February 13, 2009 /s/ Donald E. Besser - ---------------------------------------- Donald E. Besser* February 13, 2009 /s/ James E. Besser - ---------------------------------------- James E. Besser* February 13, 2009 * The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13G, Amendment No. 2, dated February 13, 2009 relating to the Common Stock, par value $0.01 per share, of American Caresource Holdings, Inc. shall be filed on behalf of the undersigned. MANCHESTER MANAGEMENT COMPANY, LLC By: /s/ Donald E. Besser - ---------------------------------------- Donald E. Besser, Principal February 13, 2009 /s/ Donald E. Besser - ---------------------------------------- Donald E. Besser February 13, 2009 /s/ James E. Besser - ---------------------------------------- James E. Besser February 13, 2009 SK 02849 0008 961628 -----END PRIVACY-ENHANCED MESSAGE-----