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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* KIMBERLIN KEVIN (Last) (First) (Middle) 535 MADISON AVENUE, 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROSPECT MEDICAL HOLDINGS INC [ PZZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/27/2005
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/27/2005		C(1)		205,454	A	(1)	272,121	I	See Notes(2)(3)(8)(9)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	07/27/2005		C(1)			205,454	(5)	(7)	Common Stock	205,454	(1)	0	I	See Notes(2)(8)(9)
Warrants	(4)	07/27/2005		J(4)			89,919	(5)	01/15/2014	Series A Preferred Stock	89,919	$5.5	0	I	See Note(6)
Warrants	(4)	07/27/2005		J(4)		89,919		(5)	01/15/2014	Common Stock	89,919	$5.5	89,919	I	See Note(6)

Explanation of Responses:

1. Outstanding shares of the Issuer's Series A Preferred Stock automatically converted into a like number of shares of the Issuer's Common Stock when the Issuer's Registration Statement on Form S-1 became effective on July 27, 2005. While the Reporting Person is reporting this transaction for purposes of Section 16(a) of the Securities Exchange Act of 1934 (the "Act"), the Reporting Person believes that this transaction is not subject to Section 16(b) of the Act.

2. Includes 81,818 shares held by Spencer Trask Private Equity Fund I LP (Fund I), 40,909 shares held by Spencer Trask Private Equity Fund II LP (Fund II), 51,818 shares held by Spencer Trask Private Equity Accredited Fund III LLC (Fund III) and 30,909 shares held by Spencer Trask Illumination Fund LLC upon the conversion of like nos. of shares of Series A Pref'd Stock held by such entities.

3. Also includes 66,667 shares held by Spencer Trask Investment Partners, LLC, a Delaware limited liability company of which the Reporting Person is the non-member manager, as reported in the Form 3 filed by the Reporting Person on May 9, 2005.

4. Outstanding warrants exercisable for shares of the Issuer's Series A Preferred Stock were automatically exchanged for warrants exercisable for a like number of shares of the Issuer's Common Stock when the Issuer's Registration Statement on Form S-1 became effective on July 27, 2005. While the Reporting Person is reporting this transaction for purposes of Section 16(a) of the Act, the Reporting Person believes that this transaction is not subject to Section 16(b) of the Act.

5. Currently exercisable.

6. Reflects holdings of Spencer Trask Ventures, Inc., a Delaware corporation and wholly-owned subsidiary of ST&Co.

7. No expiration date.

8. The General Partner of Fund I and Fund II is Trask Partners LLC, a Delaware limited liability company, which is 100%-owned by Spencer Trask & Co. (ST&Co.), a Delaware corporation, of which Reporting Person is the controlling stockholder. The manager of Fund III is Spencer Trask Private Equity Accredited Management Fund III LLC, a Delaware limited liability company, which is owned by ST&Co. The manager of Spencer Trask Illumination Fund LLC is LLC Management Services Inc., a Delaware corporation which is owned by ST&Co.

9. The Reporting Person disclaims pecuniary interest in the securities held by Fund I, Fund II, Fund III and Spencer Trask Illumination Fund LLC.

	/s/ Kevin Kimberlin	09/23/2005
	** Signature of Reporting Person	Date
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