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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 | ||||||||
| Director Stock Option | $ 12 | 11/15/2006 | D | 5,000 | (2) | (10) | Common Stock, par value $.0001 | 5,000 | (10) | $ 0 | D | ||||
| Director Stock Option | $ 12 | 11/15/2006 | D | 30,000 | (3) | (10) | Common Stock, par value $.0001 | 30,000 | (10) | $ 0 | D | ||||
| Director Stock Option | $ 12 | 11/15/2006 | D | 5,000 | (4) | (10) | Common Stock, par value $.0001 | 5,000 | (10) | $ 0 | D | ||||
| Director Stock Option | $ 3.75 | 11/15/2006 | D | 20,000 | (5) | (11) | Common Stock, par value $.0001 | 20,000 | (11) | $ 0 | D | ||||
| Director Stock Option | $ 5.3 | 11/15/2006 | D | 10,000 | (6) | (10) | Common Stock, par value $.0001 | 10,000 | (10) | $ 0 | D | ||||
| Director Stock Option | $ 13.05 | 11/15/2006 | D | 10,000 | (7) | (10) | Common Stock, par value $.0001 | 10,000 | (10) | $ 0 | D | ||||
| Director Stock Option | $ 3.52 | 11/15/2006 | D | 10,000 | (8) | (12) | Common Stock, par value $.0001 | 10,000 | (12) | $ 0 | D | ||||
| Director Stock Option | $ 4.45 | 11/15/2006 | D | 10,000 | (9) | (10) | Common Stock, par value $.0001 | 10,000 | (10) | $ 0 | D | ||||
| Director Stock Option | $ 4.3 | 11/15/2006 | D | 10,000 | (9) | (13) | Common Stock, par value $.0001 | 10,000 | (13) | $ 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SHERMAN MICHAEL L MD C/O RADIOLOGIX, INC. 3600 JP MORGAN CHASE TOWER 2200 ROSS AVE DALLAS, TX 75201 |
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| /s/ Michael L. Sherman | 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) | Disposed of 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") in exchange for a one for one exchange of Radiologix Common Stock for Primedex Common Stock and a cash payment of $144,583.67, or $1.79 per share. |
| (2) | Fully vested as of November 20, 1998. |
| (3) | Fully vested as of November 26, 2000. |
| (4) | Fully vested as of January 26, 1998. |
| (5) | Fully vested as of January 6, 2004. |
| (6) | Fully vested as of September 19, 2002. |
| (7) | Fully vested as of June 11, 2003. |
| (8) | Fully vested as of June 10, 2004. |
| (9) | This option becomes exercisable as to 1/12th of the option shares per month for 12 months. |
| (10) | Immediately prior to the effective time of the merger, pursuant to the Merger Agreement, these options were accelerated, vested, or otherwise awarded and subsequently cancelled without any exchange of Radiologix Common Stock for Primedex Common Stock or cash payment. |
| (11) | 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 $13,600, or $0.68 per share. |
| (12) | 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 $9,100, or $0.91 per share. |
| (13) | 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 $1,300, or $0.13 per share. |