- Amended Statement of Beneficial Ownership (SC 13D/A)
August 04 2009 - 6:02AM
Edgar (US Regulatory)
|
|
SECURITIES AND EXCHANGE COMMISSION
|
|
|
|
Washington, DC 20549
|
|
|
|
|
|
|
|
SCHEDULE 13D
|
|
Under the Securities Exchange Act
of 1934
(Amendment No. 2*)
(Name of Issuer)
Common
Stock, $0.001 par value per share
(Title of Class of
Securities)
(CUSIP Number)
Parallex
LLC
27181
Barefoot Boulevard
Millsboro,
DE 19966
Attention: Raymond A. Mirra, Manager
(610)
586-1655
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box
o
.
*
The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(Continued on following
pages)
|
CUSIP No.
019615103
|
|
|
|
|
1
|
Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Parallex LLC
26-2058557
|
|
|
|
|
2
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
o
|
|
|
|
(b)
|
x
|
|
|
|
|
3
|
SEC Use Only
|
|
|
|
|
4
|
Source of Funds (See
Instructions)
SC
|
|
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e)
o
|
|
|
|
|
6
|
Citizenship or Place of Organization
Delaware
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
|
|
|
8
|
Shared Voting Power
7,903,499
|
|
|
|
9
|
Sole Dispositive Power
0
|
|
|
|
10
|
Shared Dispositive Power
7,903,499
|
|
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
7,903,499 (See Item 5)
|
|
|
|
|
12
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
x
|
|
|
|
|
13
|
Percent of Class
Represented by Amount in Row (11)
27.6%
|
|
|
|
|
14
|
Type of Reporting Person
(See Instructions)
00
|
|
|
|
|
|
|
|
2
|
CUSIP No.
019615103
|
|
|
|
|
1.
|
Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Raymond A. Mirra, Jr.
|
|
|
|
|
2
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
o
|
|
|
|
(b)
|
x
|
|
|
|
|
3
|
SEC Use Only
|
|
|
|
|
4
|
Source of Funds (See
Instructions)
SC
|
|
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Item 2(d) or 2(e)
o
|
|
|
|
|
6
|
Citizenship or Place of Organization
PA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
|
|
|
8
|
Shared Voting Power
7,903,499
|
|
|
|
9
|
Sole Dispositive Power
0
|
|
|
|
10
|
Shared Dispositive Power
7,903,499
|
|
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
7,903,499 (See Item 5)
|
|
|
|
|
12
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
x
|
|
|
|
|
13
|
Percent of Class Represented
by Amount in Row
27.6%
|
|
|
|
|
14
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
|
3
|
|
This Amendment No. 2 (this “Amendment”) amends and
supplement the Schedule 13D (the “Original Filing”) filed with the Securities
and Exchange Commission on April 14, 2008 by Parallex LLC and as subsequently
amended relating to the common stock, $0.001 par value per share (the “Common
Stock”), of Allion Healthcare, Inc., a Delaware corporation (the “Company”). Except as expressly restated below, the
Original Filing as previously amended remains in full force and effect.
|
|
|
|
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
|
This Amendment amends and restates Items 5(a) and
(c) of the Original Filing in their entirety as set forth below.
(a) This filing relates to 7,903,499
shares of Common Stock of the Company held by Parallex LLC representing
approximately 27.6% of the issued and outstanding shares of Common
Stock. As sole voting equity holder
and as sole manager of Parallex LLC, Raymond A. Mirra, Jr., may be deemed the
beneficial holder of the 7,903,499 shares of Common Stock held by Parallex
LLC. Shauna Mirra, as Custodian for
Devinne Peterson, a minor, holds 14,967 shares of Common Stock of the
Company, including 3,281 Earn Out Shares (as described in Item 5(c)
below). Shauna Mirra is the spouse of
Raymond A. Mirra, Jr. Neither Parallex
LLC nor Mr. Mirra have the power to vote or dispose of such shares and each
disclaims beneficial ownership of such shares.
(c) See Item 3.
On June 26, 2009, the Company issued an aggregate of 2,624,991 shares
of Common Stock (the “Earn Out Shares”) to the former stockholders of Biomed
America, Inc. (“Biomed”), pursuant to the terms of the Agreement and Plan of
Merger dated March 13, 2009 as a result of certain financial performance
benchmarks being met by Biomed during the first full twelve month period
following the effectiveness of the merger of Biomed into a wholly-owned
subsidiary of the Company. Parallex
LLC received 1,732,500 shares of Common Stock as part of these earn out
payments, resulting in Parallex LLC holding 7,903,499 shares of Common Stock.
|
4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
|
|
|
August 3,
2009
|
|
|
|
(Date)
|
|
|
|
|
|
|
|
PARALLEX
LLC
|
|
|
|
|
|
|
|
By:
|
/s/
Raymond A. Mirra, Jr.
|
|
|
|
|
(Signature)
|
|
|
|
|
|
|
|
Raymond
A. Mirra, Jr., Manager
|
|
|
|
(Name
and Title)
|
|
|
|
|
|
|
|
|
|
|
|
August 3,
2009
|
|
|
|
(Date)
|
|
|
|
|
|
|
|
/s/
Raymond A. Mirra, Jr.
|
|
|
|
Signature
|
|
|
|
|
|
|
|
Raymond
A. Mirra, Jr.
|
|
|
|
(Name
and Title)
|
5
Allion Healthcare (MM) (NASDAQ:ALLI)
Historical Stock Chart
From Apr 2024 to May 2024
Allion Healthcare (MM) (NASDAQ:ALLI)
Historical Stock Chart
From May 2023 to May 2024
