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^*

Heather Mike

(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)

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

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	12/14/2010		M		9,500	A	$5.2	309,500	D
Common Stock	12/15/2010		D		261,882	D	⁽¹⁾	47,618	D
Common Stock	12/15/2010		D		47,618⁽²⁾⁽³⁾	D	$8.5	0	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)
Option (right to buy)	$5.2	12/14/2010		M			9,500	⁽⁴⁾	05/30/2012	Common Stock	9,500	$0	0	D
Option (right to buy)	$4.4	12/15/2010		D			200,000	⁽⁵⁾	12/18/2014	Common Stock	200,000	$4.1⁽⁶⁾	0	D
Option (right to buy)	$5	12/15/2010		D			300,000	⁽⁴⁾	⁽⁷⁾	Common Stock	300,000	$3.5⁽⁶⁾	0	D

Explanation of Responses:

1. 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.

2. Includes 33,334 restricted shares that vested in connection with the transactions under the Merger Agreement.

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

4. These options were fully vested prior to the merger.

5. These options vested 1/3 on June 1, 2009 and 1/3 on June 1, 2010. The remaining 1/3 were to vest on June 1, 2011. Such unvested options were accelerated in connection with the merger to vest in full immediately prior to the merger.

6. 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.

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

	/s/ Mike Heather	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).
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