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^*

LEE SAMUEL SANG-BUM

(Last)

(First)

(Middle)

10780 SANTA MONICA BOULEVARD, SUITE 400

(Street)

LOS ANGELES

90025

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2010

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)
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⁽¹⁾	12/14/2010		M		113,634	A	$2.64	5,089,674	D⁽²⁾
Common Stock⁽¹⁾	12/14/2010		M		113,634	A	$2.64	4,948,222	I	Held by trust⁽³⁾
Common Stock⁽¹⁾	12/14/2010		M		9,500	A	$5.2	309,500	D⁽⁴⁾
Common Stock⁽¹⁾	12/15/2010		D		3,314,059	D	⁽⁵⁾	1,775,615	D⁽²⁾
Common Stock⁽¹⁾	12/15/2010		D		2,454,118	D	⁽⁵⁾	2,494,104	I	Held by trust⁽³⁾
Common Stock⁽¹⁾	12/15/2010		D		261,882	D	⁽⁵⁾	47,618	D⁽⁴⁾
Common Stock⁽¹⁾	12/15/2010		D		197,765	D	⁽⁵⁾	197,669	D⁽⁶⁾
Common Stock⁽¹⁾	12/15/2010		D		1,775,615	D	$8.5⁽⁷⁾	0	D⁽²⁾
Common Stock⁽¹⁾	12/15/2010		D		2,494,104	D	$8.5⁽⁷⁾	0	I	Held by trust⁽³⁾
Common Stock⁽¹⁾	12/15/2010		D		47,618⁽⁸⁾	D	$8.5⁽⁷⁾	0	D⁽⁴⁾
Common Stock⁽¹⁾	12/15/2010		D		197,669	D	$8.5⁽⁷⁾	0	D⁽⁶⁾

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)
Option (right to buy)	$2.64	12/14/2010		M			113,634	⁽⁹⁾	08/20/2013	Common Stock	113,634	$0	0	D⁽²⁾
Option (right to buy)	$2.64	12/14/2010		M			113,634	⁽⁹⁾	08/20/2013	Common Stock	113,634	$0	0	I	Held by trust⁽³⁾
Option (right to buy)	$5.2	12/14/2010		M			9,500	⁽⁹⁾	05/30/2012	Common Stock	9,500	$0	0	D⁽⁴⁾
Option (right to buy)	$4.84	12/15/2010		D			4,132	⁽⁹⁾	12/18/2014	Common Stock	4,132	$3.66	0	D⁽²⁾
Option (right to buy)	$2.4	12/15/2010		D			1,842,616	⁽⁹⁾	08/20/2013	Common Stock	1,842,616	$6.1	0⁽¹⁰⁾	D⁽²⁾
Option (right to buy)	$4.4	12/15/2010		D			215,868	⁽⁹⁾	12/18/2014	Common Stock	215,868	$4.1	0⁽¹⁰⁾	D⁽²⁾
Option (right to buy)	$2.4	12/15/2010		D			86,366	⁽⁹⁾	08/20/2013	Common Stock	86,366	$6.1	0⁽¹⁰⁾	I	Held by trust⁽³⁾
Option (right to buy)	$5	12/15/2010		D			300,000	⁽⁹⁾	⁽¹¹⁾	Common Stock	300,000	$3.5	0⁽¹⁰⁾	D⁽⁴⁾
Option (right to buy)	$4.4	12/15/2010		D			200,000	⁽¹²⁾	12/18/2014	Common Stock	200,000	$4.1	0⁽¹⁰⁾	D⁽⁴⁾

1. Name and Address of Reporting Person^*

LEE SAMUEL SANG-BUM

(Last)

(First)

(Middle)

10780 SANTA MONICA BOULEVARD, SUITE 400

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TOPPER DAVID R

(Last)

(First)

(Middle)

10780 SANTA MONICA BOULEVARD, SUITE 400

(Street)

LOS ANGELES

90025

(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^*

TOPPER ALEXA

(Last)

(First)

(Middle)

10780 SANTA MONICA BOULEVARD, SUITE 400

(Street)

LOS ANGELES

90025

(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^*

Heather Mike

(Last)

(First)

(Middle)

10780 SANTA MONICA BOULEVARD, SUITE 400

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Prasad Jeereddi

(Last)

(First)

(Middle)

10780 SANTA MONICA BOULEVARD, SUITE 400

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This Form 4 is filed jointly by the following persons (collectively, "Reporting Persons"): Samuel S. Lee, David R. Topper, Alexa Topper, Mike Heather, CFO of issuer, and Dr. Jeereddi Prasad, a director of issuer. Because the Reporting Persons were party to that certain contribution and subscription agreement, dated August 16, 2010, and company stockholder voting agreement, dated August 16, 2010, as described in greater detail in footnote 2 of the Form 3, as amended, filed by the Reporting Persons, the Reporting Persons were deemed to be a "group" that beneficially owned more than 10% of Issuer's outstanding shares of common stock.

2. The shares shown are owned directly by Samuel S. Lee.

3. These shares are held by the David & Alexa Topper Family Trust, U/D/T September 29, 1997, and are beneficially owned by David R. Topper and his wife, Alexa Topper, as settlors and trustees of the Trust, which is revocable.

4. The securities shown are owned directly by Mike Heather.

5. Disposed of upon the merger (the "merger") consummated pursuant to the Agreement and Plan of Merger, dated as of August 16, 2010, among the issuer, Ivy Holdings Inc. ("Ivy Holdings"), and Ivy Merger Sub Corp. ("Merger Sub"), a wholly owned indirect subsidiary of Ivy Holdings ("Merger Agreement"), based on a value of $8.50 per share, in exchange for shares of common stock of Ivy Holdings.

6. The securities shown are owned directly by Dr. Jeereddi Prasad.

7. Disposed of upon consummation of the merger pursuant to the Merger Agreement in exchange for a cash payment of $8.50 per share.

8. Includes 33,334 unvested restricted shares that were scheduled to vest on June 1, 2011, but which became subject to accelerated vesting in connection with the transactions under the Merger Agreement.

9. As of the date of this Report, these options are fully vested and currently exercisable.

10. These options were canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of $8.50 per share.

11. These options were to expire three years after termination of Mr. Heather's employment.

12. These options were fully vested and exercisable prior to the merger, including with respect to 66,667 of these options, which were scheduled to vest on June 1, 2011, and were accelerated to vest in full immediately prior to the merger in connection with the transactions under the Merger Agreement.

	/s/ Samuel Sang-Bum Lee	12/15/2010
	/s/ David R. Topper, Trustee	12/15/2010
	/s/ Alexa Topper, Trustee	12/15/2010
	/s/ Mike Heather	12/15/2010
	/s/ Dr. Jeereddi Prasad	12/15/2010
	** 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 4 (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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