X0202 3 2005-02-28 0 0001233426 NationsHealth, Inc. NHRX 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001019190 MHR CAPITAL PARTNERS LP 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001319850 MHR Capital Partners (100) LP 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001284081 OTQ LLC 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001284082 MHR ADVISORS LLC 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock, par value $0.0001 per share 26600 D Common Stock, par value $0.0001 per share 2046096 I See footnotes Common Stock, par value $0.0001 per share 273285 I See footnotes Common Stock, par value $0.0001 per share 1020833 I See footnotes Common Stock, par value $0.0001 per share 30975 I See footnotes Common Stock, par value $0.0001 per share 38800 I See footnotes Common Stock, par value $0.0001 per share 38800 I See footnotes Common Stock, par value $0.0001 per share 24775 I See footnotes Common Stock, par value $0.0001 per share 14150 I See footnotes Common Stock Warrants (right to buy) 5.00 2004-08-24 2007-08-25 Common Stock, par value $0.0001 per share 430502 I See footnotes Common Stock Warrants (right to buy) 5.00 2004-08-24 2007-08-25 Common Stock, par value $0.0001 per share 57499 I See footnotes Common Stock Warrants (right to buy) 5.00 2004-08-24 2007-08-25 Common Stock, par value $0.0001 per share 242999 I See footnotes 7.75% Convertible Secured Notes due 2012 6.56 2005-02-28 2012-02-28 Common Stock, par value $0.0001 per share 1151129 I See footnotes 7.75% Convertible Secured Notes due 2012 6.56 2005-02-28 2012-02-28 Common Stock, par value $0.0001 per share 153750 I See footnotes 7.75% Convertible Secured Notes due 2012 6.56 2005-02-28 2012-02-28 Common Stock, par value $0.0001 per share 981701 I See footnotes These securities are held for the account of MHR Capital Partners LP, a Delaware limited partnership ("Capital Partners"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Capital Partners and, in such capacity, may be deemed to be the beneficial owner of these securities and other securities held for the account of Capital Partners. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors and, in such capacity, Dr. Rachesky may be deemed to be the beneficial owner of these securities and other securities held for the account of Capital Partners. These securities are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100) and, in such capacity, may be deemed to be the beneficial owner of these securities and other securities held for the account of Capital Partners (100). Dr. Rachesky is the managing member of Advisors and, in such capacity, Dr. Rachesky may be deemed to be the beneficial owner of these securities and other securities held for the account of Capital Partners (100). These securities are held for the account of OTQ LLC, a Delaware limited liability company ("OTQ"). Dr. Rachesky is the managing member of OTQ and, in such capacity, Dr. Rachesky may be deemed to be the beneficial owner of these securities and other securities held for the account of OTQ. These securities are held for the account of the Jill & Mark Rachesky Charitable Foundation. These securities are held by Dr. Rachesky ACF Allison Rachesky. These securities are held by Dr. Rachesky ACF Samantha Rachesky. These securities are held by Dr. Rachesky ACF Steven Rachesky. These securities are held by Dr. Rachesky ACF Kate Rachesky. The filing of this statement shall not be deemed an admission that Dr. Rachesky is the beneficial owner of any securities not held directly for his account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. /s/ Mark H. Rachesky Mark H. Rachesky, M.D. 2005-03-09 /s/ Hal Goldstein MHR CAPITAL PARTNERS LP By: MHR ADVISORS LLC, its General Partner Title: Vice President 2005-03-09 /s/ Hal Goldstein MHR CAPITAL PARTNERS (100) LP By: MHR ADVISORS LLC, its General Partner Title: Vice President 2005-03-09 /s/ Hal Goldstein OTQ LLC Title: Authorized Signatory 2005-03-09 /s/ Hal Goldstein MHR ADVISORS LLC Title: Vice President 2005-03-09