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

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^*

McWilliams David

(Last)

(First)

(Middle)

2635 N. CRESCENT RIDGE DRIVE

(Street)

THE WOODLANDS

77381

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PharmaFrontiers Corp. [ pftr.ob ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2006

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)

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)
Series A Warrant	$2	01/25/2006		J	V		2	06/30/2005	01/25/2006	Common Stock	36,151	⁽¹⁾	7	D
Series A Warrant	$2	02/17/2006		J	V		1	02/14/2005	02/17/2006	Common Stock	29,168	⁽¹⁾	6	D
Series B Warrant	$2⁽²⁾	04/13/2006		J⁽³⁾		0⁽⁴⁾		⁽⁵⁾	09/25/2006⁽⁶⁾	Common Stock	20,968⁽⁷⁾	⁽³⁾	6⁽⁴⁾	D
Series B Warrant	$2⁽²⁾	04/13/2006		J⁽³⁾		0⁽⁴⁾		⁽⁵⁾	10/17/2006	Common Stock	16,917⁽⁸⁾	⁽³⁾	6⁽⁴⁾	D
Series C Warrant	$3⁽⁹⁾	04/13/2006		J⁽³⁾		0⁽⁴⁾		⁽⁵⁾	05/25/2010⁽⁶⁾	Common Stock	38,562⁽¹⁰⁾	⁽³⁾	6⁽⁴⁾	D
Series C Warrant	$3⁽⁹⁾	04/13/2006		J⁽³⁾		0⁽⁴⁾		⁽⁵⁾	06/17/2010	Common Stock	31,112⁽¹¹⁾	⁽³⁾	6⁽⁴⁾	D

Explanation of Responses:

1. Expired pursuant to the terms of the warrant.

2. Anti-dilution adjustment from $2.90 to $2.00 pursuant to the terms of the warrant.

3. Anti-dilution adjustment pursuant to the terms of the warrant.

4. No new warrants acquired; number of shares of common stock underlying the warrant was adjusted pursuant to its terms.

5. Immediately.

6. Corrected expiration date.

7. Anti-dilution adjustment from 14,461 to 20,968 pursuant to the terms of the warrant.

8. Anti-dilution adjustment from 11,667 to 16,917 pursuant to the terms of the warrant.

9. Anti-dilution adjustment from $4.00 to $3.00 pursuant to the terms of the warrant.

10. Anti-dilution adjustment from 28,922 to 38,562 pursuant to the terms of the warrant.

11. Anti-dilution adjustment from 23,334 to 31,112 pursuant to the terms of the warrant.

	/s/DAVID MCWILLIAMS	04/28/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.