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* RWWI Holdings LLC (Last) (First) (Middle) C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 (Street) WELLESLEY MA 02481-4003 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/17/2010	3. Issuer Name and Ticker or Trading Symbol AVATECH SOLUTIONS INC [ AVSO ]
		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	34,232,682(1)	D

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

1. Name and Address of Reporting Person* RWWI Holdings LLC (Last) (First) (Middle) C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 (Street) WELLESLEY MA 02481-4003 (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* AMPERSAND 2006 L P (Last) (First) (Middle) C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 (Street) WELLESLEY MA 02481-4003 (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* AMP-06 Management Co Limited Partnership (Last) (First) (Middle) C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 (Street) WELLESLEY MA 02481-4003 (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* AMP-06 MC LLC (Last) (First) (Middle) C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 (Street) WELLESLEY MA 02481-4003 (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. These shares are directly owned by RWWI Holdings LLC ("Holdings"). Ampersand 2006 Limited Partnership ("Fund 1") is the sole manager of Holdings with the exclusive right and full authority to manage and operate Holdings, including with respect to the voting and disposition of the Common Stock held by Holdings. AMP-06 Management Company Limited Partnership ("Fund 2") is the General Partner of Fund 1, and AMP-06 MC LLC ("Fund 3", and together with Fund 1 and Fund 2, the "Funds") is the General Partner of Fund 2. Each of the Funds disclaims beneficial ownership of the Common Stock except to the extent of its respective pecuniary interest therein.

Remarks:

	/s/ Richard A. Charpie, Authorized Signatory of RWWI HOLDINGS LLC	08/24/2010
	/s/ Richard A. Charpie, Principal Managing Member of AMP-06 MC LLC, the General Partner of AMP-06 Management Company Limited Partnership, the General Partner of AMPERSAND 2006 LIMITED PARTNERSHIP	08/24/2010
	/s/ Richard A. Charpie, Principal Managing Member of AMP-06 MC LLC, the General Partner of AMP-06 MANAGEMENT COMPANY LIMITED PARTNERSHIP	08/24/2010
	/s/ Richard A. Charpie, Principal Managing Member of AMP-06 MC LLC	08/24/2010
	** Signature of Reporting Person	Date
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