SEC FORM 3

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^*

HEIL EDWARD F/IL/

(Last)

(First)

(Middle)

8052 FISCHER ISLAND DRIVE

(Street)

FISHER ISLAND

33109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/11/2011

3. Issuer Name and Ticker or Trading Symbol
Conmed Healthcare Management, Inc. [ CONM ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

5. 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 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, par value $0.0001 per share	209,700	D⁽¹⁾⁽²⁾⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Common Stock Warrant (right to purchase)	01/26/2007	01/26/2012	Common Stock	8,430	$0.3	D⁽¹⁾⁽²⁾⁽³⁾

Explanation of Responses:

1. In connection with the pending merger (the "Merger") of Conmed Healthcare Management, Inc., a Delaware corporation (the "Company"), with and into a subsidiary of Ayelet Investments LLC, a Delaware limited liability company ("Parent"), Mr. Heil entered into (i) a commitment letter with India Investment Company, a Delaware corporation ("Investment Co."), and Parent pursuant to which, among other things, Mr. Heil agreed to contribute his 209,700 shares of Common Stock of the Company and a warrant for 8,430 shares of Common Stock of the Company (together, the "Heil Shares") to Investment Co. for the purpose of funding a portion of the merger consideration and (ii) a voting agreement with Parent pursuant to which, among other things, Heil agreed to vote his shares of common stock of the Company in favor of the Merger and against certain alternative transactions and corporate actions and granted Parent an irrevocable proxy with respect to such shares of common stock.

2. (continued from Footnote 1) James H. Desnick, M.D. is the sole stockholder and sole director of Investment Co., and Investment Co. is the sole managing member of Parent (Mr. Desnick, Investment Co. and Parent, together, the "Desnick Reporting Persons"). As a result of these transactions, Mr. Heil and the Desnick Reporting Persons may be deemed to be members of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Mr. Heil is filing this Form 3 solely on his own behalf.

3. These securities are owned directly by Heil, who may be deemed to be a member of a "group" as described above. Mr. Heil expressly disclaims beneficial ownership of any shares beneficially owned by such "group," except to the extent of his pecuniary interests in the Heil Shares, and this report shall not be deemed an admission of beneficial ownership of any shares other than the Heil Shares for purposes of Section 16 or for any other purpose.

	/s/ Edward F. Heil	07/20/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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