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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Common Stock Warrants (right to buy) | $ 10 | Â | Â | Â | Â | Â | 03/25/2010 | 03/25/2015 | Common Stock, $.0001 Par Value | Â | 66,446 | Â | ||
| Stock Appreciation Right (4) | $ 4.42 | Â | Â | Â | Â | Â | 04/26/2012(5) | 04/26/2021 | Common Stock, $.0001 Par Value | Â | 100,000 | Â | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GRAVES MARY JANE 100 CLEARBROOK ROAD ELMSFORD, NY 10523 |
 |  |  Chief Financial Officer |  |
| /s/ Mary Jane Graves | 02/14/2012 | |
| **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 reporting person acquired 4,108 shares of issuer common stock pursuant to issuer's merger with Critical Homecare Solutions Holdings, Inc., a Delaware corporation. Following the merger the 4,108 shares issued to the reporting person in the merger were deposited into an escrow account and are subject to forfeiture to satisfy any indemnity or purchase price adjustment payment to the issuer. On October 5, 2011, 2,894 shares were distributed from the escrow account to the reporting person. The remaining 1,214 shares attributable to the reporting person remain in the escrow account pending the resolution of certain disputes. |
| (2) | Ms. Graves acquired the Warrants from the Issuer in consideration for her interest in Critical Homecare Solutions Holdings, Inc. ("CHS"), pursuant to a merger of CHS into a wholly owned subsidiary of the Issuer on March 25, 2010. The merger agreement, which was entered into on January 24, 2010, valued the Shares to be acquired upon the exercise of the Warrants at $8.3441 per Share, which was calculated based on the volume weighted trading average price of the Shares over the 10-day period ended January 22, 2010. |
| (3) | Pursuant to a Warrant Agreement with the Issuer, Ms. Graves directly owns warrants (collectively, the "Warrants") representing the right to purchase 66,446 shares of Common Stock of the Issuer, par value $0.0001 per share (the "Shares"). The Warrants may be exercised at any time prior to March 25, 2015. The initial exercise price of the Warrants is equal to $10.00 per Share, subject to certain adjustments in accordance with the terms of the Warrant Agreement. |
| (4) | Each unit represents a cash-based phantom stock appreciation right exercisable for the cash amount, if any, by which the closing stock price on the exercise date exceeds $4.42 |
| (5) | Vests and becomes exercisable in three equal annual installments commencing on the first anniversary of the date of grant. |