- Statement of Changes in Beneficial Ownership (4)
August 06 2009 - 5:45PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Parallex LLC
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2. Issuer Name
and
Ticker or Trading Symbol
ALLION HEALTHCARE INC
[
ALLI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
27181 BAREFOOT BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/24/2008
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(Street)
MILLSBORO, DE 19966
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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COMMON STOCK
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6/24/2008
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C
(1)
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4042810
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A
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(1)
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6170999
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D
(4)
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COMMON STOCK
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6/24/2008
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C
(1)
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7656
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A
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(1)
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11686
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I
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See footnote
(5)
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COMMON STOCK
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6/23/2009
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J
(2)
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1732500
(3)
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A
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$8
(3)
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7903499
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D
(4)
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COMMON STOCK
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6/23/2009
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J
(2)
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3281
(3)
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A
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$8
(3)
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14967
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I
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See footnote
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A-1 Convertible Preferred Stock
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(1)
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6/24/2008
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C
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4042810
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(1)
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(1)
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Common Stock
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4042810
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(1)
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0
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D
(4)
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Series A-1 Convertible Preferred Stock
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(1)
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6/24/2008
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C
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7656
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(1)
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(1)
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Common Stock
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7656
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(1)
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0
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I
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See footnote
(5)
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Explanation of Responses:
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(
1)
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On June 24, 2008, the issuer's stockholders approved the conversion of the issuer's Series A-1 Convertible Preferred Stock into common stock of the issuer. Upon such approval, the Series A-1 Convertible Preferred Stock automatically converted into shares of common stock on a 1-to-1 basis. As a result, 4,042,810 shares of the issuer's Series A-1 Convertible Preferred Stock held by Parallex LLC converted into 4,042,810 shares of common stock on June 24, 2008, and 7,656 shares of the issuer's Series A-1 Convertible Preferred Stock held by Shauna Mirra, as custodian for Devinne Peterson, converted into 7,656 shares of common stock on June 24, 2008.
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(
2)
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On June 23, 2009, Parallex LLC and Shauna Mirra, as custodian for Devinne Peterson, a minor, became entitled to receive 1,732,500 and 3,281 shares, respectively, of the issuer's common stock pursuant to an "earn-out" provision in a merger agreement under which the issuer acquired all of the outstanding common stock of Biomed America, Inc. on April 4, 2008. The merger agreement provided that the stockholders of Biomed would receive additional shares of the issuer's common stock, for no additional consideration, if Biomed's earnings before interest, taxes, depreciation and amortization (EBITDA) exceeded $14,750,000 for the twelve months ended April 30, 2009. Biomed's EBITDA for the period exceeded $14,750,000, as a result of which Biomed's former stockholders, including Parallex LLC and Ms. Mirra, as custodian for Ms. Peterson, acquired additional shares of the issuer's common stock pursuant to the merger agreement.
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(
3)
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The number of shares issuable pursuant to the earn-out right was determined on June 23, 2009, pursuant to a formula set forth in the merger agreement, which provided that, for the purpose of determining the number of earn-out shares issuable, the issuer's common stock would be valued at $8 per share in the event the most recent 10-day average of the closing price of the issuer's common stock was less than $8. The right of Parallex LLC and Ms. Mirra, as custodian for Ms. Peterson, to receive additional shares became fixed and irrevocable on April 4, 2008, the effective date of the merger.
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(
4)
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Raymond A. Mirra, Jr. is the sole owner and the manager of Parallex LLC. This report shall not be deemed an admission that Mr. Mirra is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
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(
5)
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These shares are held by Shauna Mirra as custodian for Devinne Peterson, a minor. Shauna Mirra is the spouse of Raymond A. Mirra, Jr. Parallex LLC and Mr. Mirra disclaim beneficial ownership of these shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Parallex LLC
27181 BAREFOOT BOULEVARD
MILLSBORO, DE 19966
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X
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Mirra Raymond A Jr
27181 BAREFOOT BOULEVARD
MILLSBORO, DE 19966
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X
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Signatures
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Parallex LLC By: /s/ Raymond A. Mirra, Manager
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8/5/2009
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**
Signature of Reporting Person
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Date
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/s/ Raymond A. Mirra
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8/5/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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