X0202 4/A 2006-06-30 2006-07-05 0 0000893430 PEDIATRIC SERVICES OF AMERICA INC PSAI 0001282683 NIERENBERG INVESTMENT MANAGEMENT CO 19605 NE 8TH STREET CAMAS WA 98607 0 0 1 0 0001365764 Nierenberg Investment Management Offshore Inc 19605 NE 8TH STREET CAMAS WA 98607 0 0 1 0 0001040899 NIERENBERG DAVID 19605 SE 8TH STREET CAMAS WA 98607 0 0 1 0 0001363570 DENVER CARA 19605 NE 8TH STREET CAMAS WA 98607 0 0 1 0 0001279086 HOOPER HENRY E 19605 NE 8TH STREET CAMAS WA 98607 0 0 1 0 0001365745 D3 Family Bulldog Fund LP 19605 NE 8TH STREET CAMAS WA 98607 0 0 1 0 0001226845 D3 CHILDREN S FUND LP 19605 NE 8TH STREET CAMAS WA 98607 0 0 1 0 0001282685 D3 FAMILY FUND LP 19605 NE 8TH STREET CAMAS WA 98607 0 0 1 0 0001226843 D3 FAMILY RETIREMENT FUND LP 19605 NE 8TH STREET CAMAS WA 98607 0 0 1 0 0001282684 D3 OFFSHORE FUND LP 19605 NE 8TH STREET CAMAS WA 98607 0 0 1 0 Common Stock 2006-06-30 4 J 0 76307 D 0 I By The D3 Children's Fund, L.P. Common Stock 2006-06-30 4 J 0 228799 D 0 I By The D3 Family Retirement Fund, L.P. Common Stock 2006-06-30 4 J 0 554389 D 148901 I By The D3 Family Fund, L.P. Common Stock 2006-06-30 4 J 0 153074 A 301974 I By The D3 Family Fund, L.P. Common Stock 2006-06-30 4 J 0 706422 A 841044 I By The D3 Family Bulldog Fund, L.P. Common Stock 310426 I By The DIII Offshore Fund, L.P. Pro rata distribution of issuer shares owned by limited partnership to its general and limited partners as part of consolidation of funds within fund family. These shares have previously been included in statements filed by David Nierenberg, President of Nierenberg Investment Management Company, Inc., the general partner of the limited partnership and by Nierenberg Investment Management Company, Inc. Pro rata receipt of issuer shares by limited partnership from its general and limited partners as part of consolidation of funds within fund family. These shares have previously been included in statements filed by David Nierenberg, President of Nierenberg Investment Management Company, Inc., the general partner of the limited partnership and by Nierenberg Investment Management Company, Inc. PLEASE NOTE: THIS FILING REPRESENTS THE REORGANIZATION OF THE D3 FUNDS ONLY. NO BUYING OR SELLING OF THE SHARES OF THE ISSUER ARE BEING REPORTED IN THIS FORM 4 FILING. As officers of Nierenberg Investment Management Company, Inc., the sole general partner of each of the limited partnerships, David Nierenberg, Henry Hooper and Cara Denver may be deemed to share voting and investment power over the issuer shares owned by the limited partnerships. Each officer is allocated by agreement a portion of the general partner's carried interest in each of the limited partnerships, and each officer beneficially owns limited partnerships interest in The D3 Family Fund, L.P. Each of the reporting persons disclaims beneficial ownership except to the extent of the reporting person's pecuniary interest. David Nierenberg, President, Nierenberg Investment Management Company, Inc. (NIMCO) 2006-07-10 David Nierenberg 2006-07-10 Henry Hooper 2006-07-10 Cara Denver 2006-07-10 David Nierenberg, President, NIMCO, General Partner of The D3 Family Bulldog Fund, L.P. 2006-07-10 David Nierenberg, President, Nierenberg Investment Management Offshore inc. (NIMO) 2006-07-10 David Nierenberg, President, NIMCO, General Partner of The D3 Family Fund, L.P. 2006-07-10 David Nierenberg, President, NIMCO, General Partner of The D3 Family Retirement Fund, L.P. 2006-07-10 David Nierenberg, President, NIMCO, General Partner of The D3 Children's Fund, L.P. 2006-07-10 David Nierenberg, President, NIMO, General Partner of The DIII Offshore Fund, L.P. 2006-07-10