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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 4/17/06 Adamson Robert J 4 4/03/06 1:5 Medical Staffing Network Hol..Inc Willkie Fa..Gallagher/FA
Document/Exhibit Description Pages Size
1: 4 Statement of Change in Beneficial Ownership of XML 9K
Securities
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| FORM 4 | UNITED 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, 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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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MEDICAL STAFFING NETWORK HOLDINGS INC [ MRN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
4/3/06 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 4/3/06 | J ( 1 ) | 180,000 ( 1 ) | D | $6.88 ( 1 ) | 755,668 | I | See footnote ( 2 ) | ||
| Common Stock | 4/13/06 | J ( 1 ) | 180,000 ( 1 ) | D | $6.94 ( 1 ) | 575,668 | I | See footnote ( 2 ) | ||
| Common Stock | 4/17/06 | J ( 1 ) | 180,000 ( 1 ) | D | $7.08 ( 1 ) | 395,668 | I | See footnote ( 2 ) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward Sale Contract ( 1 ) | ( 1 ) | 4/3/06 ( 1 ) | J ( 1 ) | 0 ( 1 ) | ( 1 ) | ( 1 ) | Common Stock | 540,000 | $0 ( 1 ) | 796,076 | I | See footnote ( 2 ) | |||
| Explanation of Responses: |
| 1. As disclosed on a Form 4 filed with the SEC on March 12, 2004, RJA Capital entered into a pre-paid forward sale contract with UBS Securities LLC ("UBS") on March 11, 2004 (the "Agreement") for the forward sale of up to 540,000 shares of common stock of Medical Staffing Network Holdings, Inc. to UBS. On each of April 3, 2006, April 13, 2006 and April 17, 2006, RJA Capital delivered 180,000 shares as settlement for expiration of the Agreement at prices per share of $6.88, $6.94 and $7.08, respectively. |
| 2. RJA Capital owns 363,194 shares of common stock, $0.01 par value, of Medical Staffing Network Holdings, Inc. As President of the General Partner of RJA Capital, Mr. Adamson may be deemed to beneficially own such shares. |
| RJA CAPITAL LIMITED PARTNERSHIP By: RJA Capital, Inc., as General Partner /s/ Robert J. Adamson | 4/17/06 | |
| ** 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 Number. | ||
| ________ Transaction Codes: | |
| J | Other acquisition or disposition (see above description of transaction). |
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