FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
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
                      

1. Name and Address of Reporting Person *

CHUNG PETER Y 		2. Issuer Name and Ticker or Trading Symbol

NightHawk Radiology Holdings Inc [ NHWK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O SUMMIT PARTNERS, 222 BERKELEY STREET, 18TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/22/2010
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/22/2010     U    73907   D $6.50   0   I   See footnote.   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option   $1.56   12/22/2010     U         36000    4/1/2007   10/27/2014   Common Stock   36000   $0   0   I   See footnotes.   (1) (2)

Explanation of Responses:
( 1)  The common stock and options were granted to Mr. Chung as a part of director compensation. Mr. Chung is deemed to hold the common stock and options for the benefit of Summit Partners, L.P. Summit Partners, L.P., through a two-person investment committee, has voting and dispositive authority over the shares, and therefore may beneficially own the shares. Mr. Chung is a member of Summit Master Company, LLC, which is the general partner of Summit Partners, L.P. Mr. Chung disclaims beneficial ownership of the shares, and this report shall not be deemed an admission that Mr. Chung is the beneficial owner of the shares for the purposes of Section 16 or for any other purpose, except, in each case, to the extent of Mr. Chung's pecuniary interest therein.
( 2)  Disposed of pursuant to an Agreement and Plan of Merger by and between Issuer and Virtual Radiologic Corporation and Eagle Merger Sub Corporation, dated as of September 26, 2010, whereby the options were canceled as of the effective time of the merger and converted into the right to receive a cash payment equal to the merger consideration per share minus the exercise price of such option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CHUNG PETER Y
C/O SUMMIT PARTNERS
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116 		X



Signatures
Robin W. Devereux, Power of Attorney for Peter Y. Chung 12/23/2010
** 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 control number.
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