SEC FORM 4

SEC Form 4

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^*

Keldie Carl J

(Last)

(First)

(Middle)

105 WESTPARK DRIVE, STE 200

(Street)

BRENTWOOD

37027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICA SERVICE GROUP INC /DE [ ASGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/03/2011		D		32,439	D	$26⁽¹⁾	0⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$23.31	06/03/2011		D			15,000	06/03/2011⁽²⁾	06/16/2004⁽²⁾	Common Stock	15,000	$2.69⁽²⁾	0	D
Employee Stock Option (right to buy)	$19.49	06/03/2011		D			12,750	06/03/2011⁽²⁾	06/15/2015⁽²⁾	Common Stock	12,750	$6.51⁽²⁾	0	D
Employee Stock Option (right to buy)	$14.55	06/03/2011		D			5,000	06/03/2011⁽²⁾	06/16/2016⁽²⁾	Common Stock	5,000	$11.45⁽²⁾	0	D
Employee Stock Option (right to buy)	$11.16	06/03/2011		D			14,999	06/03/2011⁽²⁾	06/24/2013⁽²⁾	Common Stock	14,999	$14.81⁽²⁾	0	D
Employee Stock Option (right to buy)	$15.33	06/03/2011		D			14,000	06/03/2011⁽²⁾	10/05/2020⁽²⁾	Common Stock	14,000	$10.67⁽²⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, Dated March 2, 2011 ("Merger Agreement") by and among America Service Group, Inc. (the "Company"), Valitas Health Services, Inc. ("Valitas") and Whiskey Acquisition Corp., a wholly-owned subsidiary of Valitas ("Merger Sub"), on June 3, 2011, Merger Sub merged with and into the Company (the "Merger"), and effective upon the consummation of the Merger each share of common stock of the Company that was issued and outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive $26.00 in cash, without interest, and all restricted shares of Company common stock that were subject to vesting or forfeiture conditions (whether time-based or performance-based) that were outstanding as of immediately prior to the effective time of the Merger were fully vested immediately prior to the Merger.

2. Pursuant to the Merger Agreement, each issued and outstanding option to purchase shares of Company common stock was vested in full as of immediately prior to the Merger, and each holder of an option has the right to receive an amount in cash equal to the excess, if any, of $26.00 (without interest) over the exercise price per share of such option. Such excess is set forth in Table II, column 8.

Remarks:

	Michael W. Taylor, Attorney-in-fact	06/06/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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