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^*

Jones Richard A.

(Last)

(First)

(Middle)

C/O ALLIANCE HEALTHCARE SERVICES, INC.

100 BAYVIEW CIRCLE, SUITE 400

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alliance HealthCare Services, Inc [ AIQ ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Alliance Radiology

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2017

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	08/21/2017		D⁽¹⁾		17,510	D	$13.25	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)
Restricted Stock Units	⁽²⁾	08/21/2017		D⁽¹⁾			4,300	⁽³⁾	⁽²⁾	Common Stock	4,300	$13.25	0	D
Stock Option (right to buy)	$6.2	08/21/2017		D⁽¹⁾			60,000	⁽⁴⁾	01/03/2022	Common Stock	60,000	$7.05	0	D
Stock Option (right to buy)	$12.7	08/21/2017		D⁽¹⁾			5,905	⁽⁴⁾	05/21/2023	Common Stock	5,905	$0.55	0	D
Stock Option (right to buy)	$28.7	08/21/2017		D⁽¹⁾			4,298	⁽⁴⁾	01/31/2024	Common Stock	4,298	$0.00	0	D
Stock Option (right to buy)	$23.91	08/21/2017		D⁽¹⁾			5,439	⁽⁴⁾	02/27/2025	Common Stock	5,439	$0.00	0	D
Stock Option (right to buy)	$6.93	08/21/2017		D⁽¹⁾			10,697	⁽⁴⁾	03/23/2026	Common Stock	10,697	$6.32	0	D

Explanation of Responses:

1. Disposed of pursuant to the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 10, 2017 by and among the Issuer, Tahoe Investment Group Co., Ltd., THAIHOT Investment Company Limited, THAIHOT Investment Company US Limited and Alliance Healthcare Services Merger Sub Limited. Each share of Issuer common stock held by the reporting person was cancelled in the merger and converted into the right to receive $13.25 in cash per share, without interest and less any applicable withholding taxes (the "Merger Consideration").

2. Restricted Stock Units convert to common stock on a one to one basis upon the vesting thereof with no expiration date.

3. Restricted stock units were cancelled in the merger and converted into the right to receive a restricted cash award equal to (i) the number of shares of common stock subject to the restricted stock units multiplied by (ii) the Merger Consideration. The restricted cash award vests in equal amounts on March 23, 2018 and 2019, subject to continued service through each applicable vesting date.

4. Options were cancelled in the merger and converted into the right to receive an amount in cash determined by multiplying (i) the excess of the Merger Consideration over the option exercise price of such option by (ii) the number of shares of common stock subject to such option.

Remarks:

	Lindsay Soule, as Attorney-in-Fact for Richard A. Jones	08/21/2017
	** 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).
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