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Washington & Congress Capital Partners, LP, et al. 4/Afor7/7/04 re:Allied Healthcare International Inc.

On: Thursday, 9/2/04, at 1:47pm ET For: 7/7/04 As: 10% Owner Accession #: 1104659-4-26712 File #: 1-11570

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  As Of               Filer                 Filing    ForOnAs Docs:Size             Issuer                      Filing Agent

 9/02/04  Triumph Partners III LP           4/A        10% Owner   1:10K  Allied Healthcare Int’l Inc.      Toppan Merrill/FA
          Triumph III Investors LP
          Washington & Congress Advisors, LLC

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider Form 4 SEA34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4/A         Amendment to Statement of Changes in Beneficial     HTML      9K 
                Ownership of Securities by an Insider --                         
                a4a.xml/2.2                                                      




This ‘4/A’ Document is an XML Data File that may be rendered in various formats:

Form 4 Plain TextSEC WebsiteEDGAR System XML Data <?xml?> File


SEC Info rendering: Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Washington & Congress Advisors, LLC

(Last)(First)(Middle)
C/O WASHINGTON & CONGRESS MANAGERS, LLC
30 ROWES WHARF, SUITE 480

(Street)
BOSTONMA02110

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
ALLIED HEALTHCARE INTERNATIONAL INC [ AHCI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
7/7/04
4. If Amendment, Date of Original Filed (Month/Day/Year)
7/16/04
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction 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)
CodeVAmount(A) or (D)Price
Common Stock 7/7/04 C 6,547,674A (1)7,697,578 (2)IThrough Washington & Congress Capital Partners, L.P. (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Convertible Preferred Stock (1) 7/7/04 C 6,547,674 7/25/02 12/17/08Common Stock6,547,674$4.530IThrough Washington & Congress Capital Partners, L.P. (3)
1. Name and Address of Reporting Person*
Washington & Congress Advisors, LLC

(Last)(First)(Middle)
C/O WASHINGTON & CONGRESS MANAGERS, LLC
30 ROWES WHARF, SUITE 480

(Street)
BOSTONMA02110

(City)(State)(Zip)
1. Name and Address of Reporting Person*
TRIUMPH PARTNERS III LP

(Last)(First)(Middle)
C/O WASHINGTON & CONGRESS MANAGERS, LLC
30 ROWES WHARF, SUITE 480

(Street)
BOSTONMA02110

(City)(State)(Zip)
1. Name and Address of Reporting Person*
TRIUMPH III INVESTORS LP

(Last)(First)(Middle)
C/O WASHINGTON & CONGRESS MANAGERS, LLC
30 ROWES WHARF, SUITE 480

(Street)
BOSTONMA02110

(City)(State)(Zip)
Explanation of Responses:
(1) Each share of Series A Convertible Preferred Stock is convertible into a share of Common Stock on a one-for-one basis (subject to anti-dilution adjustments).
(2) Does not include 93,492 shares of common stock held by Triumph III Investors, L.P. These shares, together with the shares beneficially owned by the reporting person were acquired by Washington & Congress Capital Partners, L.P. (formerly known as Triumph Partners III, L.P.). and Triumph III Investors, L.P., who acted together in making the investment. As such, Washington & Congress Capital Partners, L.P. and Triumph III Investors, L.P. may be deemed a group. The reporting person, the General Partner of Washington & Congress Capital Partners, L.P., disclaims beneficial ownership of the 93,492 shares held by Triumph III Investors, L.P. except to the extent of its pecuniary interest therein.
(3) The reporting person is a general partner of the partnership that beneficially owns the reported securities (Washington & Congress Capital Partners, L.P.). The reporting person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein, which is indeterminate.
/s/ Peter Schofield 9/1/04
** Signature of Reporting PersonDate
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 Number.
____________
Transaction Code:
C Conversion of derivative security.

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Filing Submission 0001104659-04-026712Alternative Formats (Word / Rich Text, HTML, Plain Text, etal.)

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