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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Brickell Bay Acquisition Corp. (Last) (First) (Middle) C/O H.I.G. CAPITAL 1001 BRICKELL BAY DRIVE, 27TH FL. (Street) MIAMI FL 33131 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ALLION HEALTHCARE INC [ ALLI ]	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) 01/13/2010
	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	01/13/2010		P		28,715,121	A	$6.6	0(1)	D(2)(3)(4)(5)

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* Brickell Bay Acquisition Corp. (Last) (First) (Middle) C/O H.I.G. CAPITAL 1001 BRICKELL BAY DRIVE, 27TH FL. (Street) MIAMI FL 33131 (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* H.I.G. Healthcare, L.L.C. (Last) (First) (Middle) C/O H.I.G. CAPITAL 1001 BRICKELL BAY DRIVE, 27TH FL. (Street) MIAMI FL 33131 (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* HIG BAYSIDE DEBT & LBO FUND II LP (Last) (First) (Middle) C/O H.I.G. CAPITAL 1001 BRICKELL BAY DRIVE, 27TH FL. (Street) MIAMI FL 33131 (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* H.I.G. Bayside Advisors II, L.L.C. (Last) (First) (Middle) C/O H.I.G. CAPITAL 1001 BRICKELL BAY DRIVE, 27TH FL. (Street) MIAMI FL 33131 (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* HIG GP II INC (Last) (First) (Middle) C/O H.I.G. CAPITAL 1001 BRICKELL BAY DRIVE, 27TH FL. (Street) MIAMI FL 33131 (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* MNAYMNEH SAMI (Last) (First) (Middle) C/O H.I.G. CAPITAL 1001 BRICKELL BAY DRIVE, 27TH FL. (Street) MIAMI FL 33131 (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* TAMER ANTHONY (Last) (First) (Middle) C/O H.I.G. CAPITAL 1001 BRICKELL BAY DRIVE, 27TH FL. (Street) MIAMI FL 33131 (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. All of the Issuer's outstanding stock was canceled in a merger of the Issuer into a wholly owned subsidiary of Brickell Bay Acquisition Corp. ("Parent") on January 13, 2010.

2. This Form 4 is being filed by (i) Parent, (ii) H.I.G. Healthcare, LLC ("HIG Healthcare"), in its capacity as the sole shareholder of Parent, (iii) H.I.G. Bayside Debt & LBO Fund II, L.P. ("Fund II"), in its capacity as the manager and sole member of HIG Healthcare, (iv) H.I.G. Bayside Advisors II, LLC ("Advisors II"), in its capacity as the general partner of Fund II, (v) H.I.G.-GPII, Inc. ("GPII"), in its capacity as the manager of Advisors II, and (vi) by Sami W. Mnaymneh ("Mnaymneh") and Anthony A. Tamer ("Tamer"), in their capacity as co-presidents, directors and sole shareholders of GP II.

3. Each of Parent, HIG Healthcare, Fund II, Advisors II, GPII, Mnaymneh and Tamer may be referred to individually as "Reporting Person" and collectively as the "Reporting Persons."

4. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person. The filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4.

5. As a result of their direct or indirect relationship to Parent, the other Reporting Persons may also be deemed to have acquired indirect beneficial ownership of such shares of Common Stock. The other Reporting Persons expressly disclaim beneficial ownership of such shares.

	/s/ Brickell Bay Acquisition Corp., by Richard Siegel, its Attorney in Fact	01/13/2010
	/s/ H.I.G. Healthcare, LLC, by H.I.G. Bayside Debt & LBO Fund II, L.P., its Manager, by H.I.G. Bayside Advisors II, LLC, its General Partner, by H.I.G.-GPII, Inc., its Manager, by Richard Siegel, its Vice President and General Counsel	01/13/2010
	/s/ H.I.G. Bayside Debt & LBO Fund II, L.P., by H.I.G. Bayside Advisors II, LLC, its General Partner, by H.I.G.-GPII, Inc., its Manager, by Richard Siegel, its Vice President and General Counsel	01/13/2010
	/s/ H.I.G. Bayside Advisors II, LLC, by H.I.G.-GPII, Inc., its Manager, by Richard Siegel, its Vice President and General Counsel	01/13/2010
	/s/ H.I.G.-GPII, Inc., by Richard Siegel, its Vice President and General Counsel	01/13/2010
	/s/ Sami Myanmneh, by Richard Siegel, its Attorney in Fact	01/13/2010
	/s/ Anthony Tamer, by Richard Siegel, its Attorney in Fact	01/13/2010
	** 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).
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