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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option | $ 3.76 | 11/15/2006 | D | 100,000 | (1) | (4) | Common Stock, par value $.0001 | 100,000 | (4) | 0 | D | ||||
Employee Stock Option | $ 4.34 | 11/15/2006 | D | 25,000 | (2) | (5) | Common Stock, par value $.0001 | 25,000 | (5) | 0 | D | ||||
Employee Stock Option | $ 1.7 | 11/15/2006 | D | 60,000 | (3) | (6) | Common Stock, par value $.0001 | 60,000 | (6) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SILHOL MICHAEL L C/O RADIOLOGIX, INC. 3600 JP MORGAN CHASE TOWER 2200 ROSS AVENUE DALLAS, TX 75201 |
Senior V.P., General Counsel |
/s/ Michael L. Silhol | 11/17/2006 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The option vests in equal successive monthly installments over a 60-month period at a rate of 1/60th of the grant total per month starting one month after the grant date. |
(2) | This option becomes exercisable as to 1/5th of the option shares each year for five years beginning one year after the grant date. |
(3) | The option becomes exercisable for 12,000 shares of the grant total on the first anniversary of the grant date. As to the remaining 48,000 shares, the option vests in equal successive monthly installments of 1,000 shares for 48 months following the first anniversary of the grant date. |
(4) | Immediately prior to the effective time of the merger, pursuant to the Agreement and Plan of Merger, dated as of July 6, 2006 (the "Merger Agreement"), by and among Radiologix, Inc. ("Radiologix") and Primedex Health Systems, Inc. ("Primedex"), these options were accelerated, vested, or otherwise awarded and subsequently exchanged for a cash payment of $67,000, or $0.67 per share. |
(5) | Immediately prior to the effective time of the merger, pursuant to the Merger Agreement, these options were accelerated, vested, or otherwise awarded and subsequently exchanged for a cash payment of $2,250, or $0.09 per share. |
(6) | Immediately prior to the effective time of the merger, pursuant to the Merger Agreement, these options were accelerated, vested, or otherwise awarded and subsequently exchanged for a cash payment of $163,800, or $2.73 per share. |