X0206 3 2012-06-10 0 0000885988 INTEGRAMED AMERICA INC INMD 0001423385 Sagard Capital Partners, L.P. 325 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001423388 Sagard Capital Partners GP, Inc. 325 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001423386 Sagard Capital Partners Management CORP 325 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001553430 SCP-325 Holding Corp. 325 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001553400 SCP-325 Merger Sub, Inc. 325 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock 445100 D Sagard Capital Partners, L.P., a Delaware limited partnership ("Sagard"), is the direct beneficial owner of the reported 445,100 shares of Common Stock of the Issuer (the "Sagard Shares"). Sagard Capital Partners GP, Inc., a Delaware corporation ("GP"), and Sagard Capital Partners Management Corp., a Delaware corporation ("Sagard Management," and together with Sagard and GP, the "Sagard Reporting Persons") may be deemed to be indirect beneficial owners of such reported Sagard Shares. Each of the Reporting Persons disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein. (See Footnote 2 for continuation of Footnote 1). SCP-325 Holding Corp., a Delaware corporation ("Parent"), and SCP-325 Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub" and, together with Parent and the Sagard Reporting Persons, the "Reporting Persons"), are also Reporting Persons on this Form 3, but are not the direct or indirect beneficial owners (as defined in Rule 16a-1(a)(2)) of any shares of Common Stock of the Issuers. This Form 3 is being filed by the Reporting Persons, who have filed a Schedule 13D with respect to the Common Stock of the Issuer. The Reporting Persons may be deemed to be beneficial owners, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 16a-1(a)(1), of an additional 3,221,084 shares of Common Stock of the Issuer (the "Kellog/IAT Shares"), which are subject to a Voting Agreement among Parent, IAT Reinsurance Company Ltd., a Bermuda limited company ("IAT"), Wilshire Insurance Company, a North Carolina domiciled insurance company ("Wilshire"), and Peter R. Kellogg, a control person of each of IAT and Wilshire, pursuant to which IAT, Wilshire and Peter R. Kellogg agreed, among other things, to certain voting covenants with respect to the transactions contemplated by the Agreement and Plan of Merger dated as of June 10, 2012, among Parent, Merger Sub and the Issuer. Each of the Reporting Persons disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the Kellogg/IAT Shares. As a result of direct and indirect securities holdings, Power Corporation of Canada and Mr. Paul G. Desmarais may each be deemed (i) to control the Reporting Persons, although the filing of this Form 3 shall not be construed as an admission that any such control relationship actually exists, and (ii) to beneficially own the securities reported herein. Each of Power Corporation of Canada and Mr. Paul G. Desmarais disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. /s/ Dan Friedberg, President, Sagard Capital Partners, L.P. 2012-07-11 /s/ Dan Friedberg, President, Sagard Capital Partners GP, Inc. 2012-07-11 /s/ Dan Friedberg, President, Sagard Capital Partners Management Corp. 2012-07-11 /s/ Dan Friedberg, President, SCP-325 Holding Corp. 2012-07-11 /s/ Dan Friedberg, President, SCP-325 Merger Sub, Inc. 2012-07-11