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* MEDCAP PARTNERS LP (Last) (First) (Middle) 500 THIRD STREET #535 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FAMILYMEDS GROUP, INC. [ FMRX ]	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) 09/30/2006
	4. 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 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	09/30/2006		J(2)		46,252	D	$0	921,993	I	See footnotes(1)(2)(3)

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
Warrant to Purchase Common Stock	$10.9	10/02/2006		J(2)			258,247	(4)	10/02/2010	Common Stock	258,247	$0	437,949	I	See Footnotes(2)(3)(5)

1. Name and Address of Reporting Person* MEDCAP PARTNERS LP (Last) (First) (Middle) 500 THIRD STREET #535 (Street) SAN FRANCISCO CA 94107 (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* TONEY C FRED (Last) (First) (Middle) 500 THIRD STREET #535 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnote 3

Explanation of Responses:

1. 730,911 shares of common stock reported on this Form are beneficially held by MedCap Partners, L.P. ("MedCap Partners"), and the balance is beneficially held by an offshore investment limited partnership (the "Offshore Fund"). MedCap Management & Research LLC ("MMR"), a registered investment advisor, is the general partner and investment manager of both MedCap Partners and the Offshore Fund. C. Fred Toney is the managing member of MMR, and Mr. Toney also holds, directly and indirectly, certain limited partnership interests in MedCap Partners.

2. MMR has segregated a portion of the issuer's shares and warrants exercisable therefor (as indicated in Column 4 of Table I and Columns 5 and 7 of Table II) held by MedCap Partners into a separate account for the benefit of certain of its previous limited partners. MMR will retain voting and investment control over the segregated securities; however, following such segregation, Mr. Toney and MMR will cease to have the indirect pecuniary interest (if any) in such securities that they may have had prior thereto.

3. Because Mr. Toney, as the managing member of MMR, may be deemed to be a "control person" who, for the purposes of Rule 16a-1(a)(1)(vii), may be deemed to hold in excess of 1% of the issuer's common stock indirectly through his limited partnership interests in MedCap Partners, Mr. Toney has elected to voluntarily file this Form as a co-reporting person to report the aggregate holdings of, and certain transactions by, MedCap Partners and the Offshore Fund. Mr. Toney's election to file this Form should not be construed as an admission of his status as such a control person, or as a 10% beneficial owner of the issuer's common stock for Section 16 purposes. In any event, each of MMR, Mr. Toney, MedCap Partners and the Offshore Fund expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.

4. The warrants became formally exercisable on April 3, 2006, but they are subject to restrictions that prohibit their exercise to the extent that the number of shares of the issuer's common stock beneficially owned by MedCap Partners, the Offshore Fund, their respective affiliates and other persons whose beneficial owneship is aggregated with them would exceed 9.999% of the total number of issued and outstanding shares of the issuer's common stock (including for such purpose the shares of common stock issuable upon such exercise).

5. Warrants to purchase 390,455 shares of common stock reported on this Form are beneficially held by MedCap Partners, and the balance is beneficially held by the Offshore Fund.

Remarks:

	MedCap Partners L.P.; By; MedCap Management & Research LLC, its General Partner; By: C. Fred Toney, its Sole Member; /s/ C. Fred Toney	10/04/2006
	C. Fred Toney; /s/ C. Fred Toney	10/04/2006
	** Signature of Reporting Person	Date
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