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*
OCM Principal Opportunities Fund IV, LP

(Last) (First) (Middle)
C/O OAKTREE CAPITAL GROUP HOLDINGS
333 S. GRAND AVENUE, FLOOR 28

(Street)
LOS ANGELES CA 90071

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/29/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 10/29/2010 P 547,362 A $3.767 23,440,350 D(1)(2)(3)(4)(5)(6)
Common Stock 10/29/2010 P 40,491 A $3.767 1,733,951 I See Footnotes(1)(2)(5)(6)(7)
Common Stock 10/29/2010 P 8,098 A $3.767 346,838 I See Footnotes(1)(2)(5)(6)(8)
Common Stock 10/29/2010 P 4,049 A $3.767 173,418 I See Footnotes(1)(2)(5)(6)(9)
Common Stock 1,120,160 I See Footnotes(1)(2)(5)(6)(10)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
OCM Principal Opportunities Fund IV, LP

(Last) (First) (Middle)
C/O OAKTREE CAPITAL GROUP HOLDINGS
333 S. GRAND AVENUE, FLOOR 28

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OCM Principal Opportunities Fund IV GP, LP

(Last) (First) (Middle)
C/O OAKTREE CAPITAL GROUP HOLDINGS
333 S. GRAND AVENUE, FLOOR 28

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OCM Principal Opportunities Fund IV GP LTD

(Last) (First) (Middle)
C/O OAKTREE CAPITAL GROUP HOLDINGS
333 S. GRAND AVENUE, FLOOR 28

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OAKTREE FUND GP I, L.P.

(Last) (First) (Middle)
C/O OAKTREE CAPITAL GROUP HOLDINGS
333 S. GRAND AVENUE, FLOOR 28

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Capital I, L.P.

(Last) (First) (Middle)
C/O OAKTREE CAPITAL GROUP HOLDINGS
333 S. GRAND AVENUE, FLOOR 28

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OCM HOLDINGS I, LLC

(Last) (First) (Middle)
C/O OAKTREE CAPITAL GROUP HOLDINGS
333 S. GRAND AVENUE, FLOOR 28

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OAKTREE HOLDINGS, LLC

(Last) (First) (Middle)
C/O OAKTREE CAPITAL GROUP HOLDINGS
333 S. GRAND AVENUE, FLOOR 28

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Capital Group, LLC

(Last) (First) (Middle)
C/O OAKTREE CAPITAL GROUP HOLDINGS
333 S. GRAND AVENUE, FLOOR 28

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings, L.P.

(Last) (First) (Middle)
C/O OAKTREE CAPITAL GROUP HOLDINGS
333 S. GRAND AVENUE, FLOOR 28

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings GP, LLC

(Last) (First) (Middle)
C/O OAKTREE CAPITAL GROUP HOLDINGS
333 S. GRAND AVENUE, FLOOR 28

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The parties directly owning the shares reported on this form are parties to a Stockholders' Agreement, dated April 16, 2007, which provides for certain terms regarding voting and disposal of the shares of the Issuer owned by the parties. By virtue of this agreement, each of the parties to the agreement may be considered beneficially owners of all these securities as members of a "group" as defined under Rule 13d-5 of the Securities Exchange Act of 1934.
2. OCM Principal Opporunities Fund IV, L.P. ("Oaktree Fund") and Alliance-Oaktree Co-Investors, LLC ("OCM LLC") disclaim beneficial ownership of the securities reported herein as directly owned by MTS Health Investors II, L.P. ("MTS"), Alliance-MTS Co-Investors I, LLC ("MTS I"), or Alliance-MTS Co-Investors II, LLC ("MTS II") and MTS, MTS I, and MTS II disclaim beneficial ownership of the securities reported herein as directly owned by Oaktree Fund or OCM LLC. The inclusion of these securities in this report shall not be deemed to be an admission that any of the reporting persons have beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
3. Oaktree Fund directly owns 23,440,350 shares of the common stock (the "Common Stock") of Alliance HealthCare Services, Inc. (the "Issuer"). This Form 4 is also being filed by: (i) OCM Principal Opportunities Fund IV GP, L.P. ("Fund GP"), in its capacity as the general partner of Oaktree Fund and, therefore, has investment and voting control over the Common Stock held by the Oaktree Fund; (ii) OCM Principal Opportunities Fund IV GP Ltd. ("Fund GP Ltd."), in its capacity as the general partner of Fund GP; (iii) Oaktree Fund GP I, L.P. ("GP I"), in its capacity as the sole shareholder of Fund GP Ltd.; (iv) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of GP I; (v) OCM Holdings I, LLC ("Holdings I"), in its capacity as the general partner of Capital I;
4. (vi) Oaktree Holdings, LLC ("Holdings"), in its capacity as the managing member of Holdings I; (vii) Oaktree Capital Group, LLC ("OCG"), in its capacity as the managing member of Holdings; (viii) Oaktree Capital Group Holdings, L.P. ("OCGH"), in its capacity as the holder of a majority of the voting units of OCG; and (ix) Oaktree Capital Group Holdings GP, LLC ("OCGH GP", and together with Oaktree Fund, Fund GP, Fund GP Ltd., GP I, Capital I, Holdings I, Holdings, OCG and OCGH, each a "Reporting Person" and collectively, the "Reporting Persons"). Information with respect to each of the Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
5. Each Reporting Person disclaims beneficial ownership of all Common Stock reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any Common Stock covered by this Form 4.
6. OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer and Kevin L. Clayton (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the Common Stock reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the Common Stock reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any Common Stock covered by this Form 4.
7. These securities are owned by MTS. MTS Health Investors II GP, LLC ("MTS GP") is the general partner of MTS. MTS Health Investors II GP Holdings, LLC is the Class A member of MTS GP. Each may be deemed to beneficially own these shares because they have discretionary authority and control over all of the assets of MTS pursuant to a partnership agreement for MTS.
8. These securities are owned by MTS I. MTS GP is the managing member of MTS I. MTS GP and its affiliates may be deemed to beneficially own these shares because they have discretionary authority and control over all of the assets of MTS I pursuant to the Limited Liability Company Agreement of MTS I.
9. These securities are owned by MTS II. MTS GP is the managing member of MTS II. MTS GP and its affiliates may be deemed to beneficially own these shares because they have discretionary authority and control over all of the assets of MTS II pursuant to the Limited Liability Company Agreement of MTS II.
10. These securities are directly owned by OCM LLC. The managing member of OCM LLC is Fund GP. Fund GP and its affiliates may be deemed to beneficially own these shares because they have discretionary authority and control over all of the assets of OCM LLC pursuant to the Limited Liability Company Agreement of OCM LLC.
Remarks:
Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in two parts. Part 1 of 2.
See Signatures included in Exhibit 99.1 11/01/2010
** 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.