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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Sagard Capital Partners, L.P. 325 GREENWICH AVENUE GREENWICH, CT 06830 |
X | |||
| Sagard Capital Partners GP, Inc. 325 GREENWICH AVENUE GREENWICH, CT 06830 |
X | |||
| Sagard Capital Partners Management CORP 325 GREENWICH AVENUE GREENWICH, CT 06830 |
X | |||
| /s/ Dan Friedberg, President, Sagard Capital Partners, L.P. | 09/24/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Dan Friedberg, President, Sagard Capital Partners GP, Inc. | 09/24/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Dan Friedberg, President, Sagard Capital Partners Management Corp. | 09/24/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Dan Friedberg, President, IntegraMed Holding Corp. (f/k/a SCP-325 Holding Corp.) | 09/24/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Dan Friedberg, President, SCP-325 Merger Sub, Inc. | 09/24/2012 | |
| **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) | Consists of shares of common stock, par value, $0.01 per share, of INMD ("Shares"). |
| (2) | In connection with an Agreement and Plan of Merger between the Issuer, Parent (as defined below) and Merger Sub (as defined below) dated as of June 10, 2012, pursuant to which Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger"), 445,100 Shares were contributed by Sagard to Parent prior to the effective time of the Merger. At the effective time of the Merger the 445,100 Shares were cancelled and not entitled to merger consideration. In connection with, and pursuant to, the Merger, the shares of common stock of Merger Sub were converted into shares of common stock of the Issuer as surviving corporation. As a result, the Parent holds 1,000 Shares of the Issuer as its wholly-owned subsidiary. |
| (3) | As described in note (2), by virtue of the Merger, the shares of common stock of Merger Sub were converted into shares of common stock of the Issuer as surviving corporation. As a result, the Parent holds 1,000 Shares of the Issuer as its wholly-owned subsidiary. |
| (4) | Sagard Capital Partners, L.P., a Delaware limited partnership ("Sagard"), was the direct beneficial owner of the reported 445,100 shares of Common Stock of the Issuer (the "Sagard Shares"). Sagard Capital Partners GP, Inc., a Delaware corporation ("GP"), and Sagard Capital Partners Management Corp., a Delaware corporation ("Sagard Management," and together with Sagard and GP, the "Sagard Reporting Persons") may be deemed to have been indirect beneficial owners of such reported Sagard Shares. IntegraMed Holding Corp. (f/k/a SCP-325 Holding Corp.), a Delaware corporation ("Parent"), and SCP-325 Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub" and, together with Parent and the Sagard Reporting Persons, the "Reporting Persons"), are also Reporting Persons on this Form 4. (See Footnote 5 for continuation of Footnote 4). |
| (5) | Each of the Reporting Persons disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein. |
| Remarks: In connection with the Merger, the Nasdaq Capital Market ("Nasdaq") filed with the U.S. Securities and Exchange Commission (the "SEC") a Notification of Removal from Listing and/or Registration under Section 12(b) of the Act on Form 25 thereby effecting the delisting of the shares from Nasdaq. The Reporting Persons expect that the Issuer will file a Certification and Notice of Termination of Registration on Form 15 with the SEC for the purpose of terminating its registration under Section 12(g) of the Act pursuant to Rules 12g-4 and 12h-3 under the Act. As a result of direct and indirect securities holdings, Power Corporation of Canada and Mr. Paul G. Desmarais may each be deemed (i) to control the Reporting Persons, although the filing of this Form 4 shall not be construed as an admission that any such control relationship actually exists, and (ii) to beneficially own the securities reported herein. Each of Power Corporation of Canada and Mr. Paul G. Desmarais disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. | |