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     This Amendment No. 5 (the “Final Amendment”) to the Rule 13E-3 Transaction Statement on Schedule 13E-3 (the “Statement”) is being filed by (1) Pegasus Solutions, Inc., a Delaware corporation (the “Company” or “Pegasus”), the issuer of common stock, par value $0.01 per share (the “Common Stock”), that is the subject of the Rule 13e-3 transaction, (2) Perseus Holding Corp., a Delaware corporation (“Parent”), (3) Prides Capital Fund I, L.P., the owner of Parent, (4) Prides 406 Co-Invest, L.P., an affiliate of Prides Capital Fund I, L.P. and (5) Prides Capital Partners, L.L.C., the sole general partner of Prides Capital Fund I, L.P. and Prides 406 Co-Invest, L.P. (collectively, the “Filing Persons”).

     This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction which is the subject of the Statement. This Statement relates to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 19, 2005, among the Company, Parent and 406 Acquisition Corp., a Delaware Corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), which provides for, among other things, the merger of Merger Sub with and into the Company, and the Company continuing as the surviving corporation (the “Merger”).

     The information contained in the definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2006 (the “Proxy Statement”), including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement.

     On Wednesday, May 3, 2006, at the special meeting of the Pegasus stockholders, the Merger Agreement was adopted by the holders of a majority of the outstanding Pegasus Common Stock entitled to vote at the special meeting.

     On May 4, 2006, Pegasus filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which the Merger was completed. The Merger became effective upon the filing, at which time each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger, was converted into the right to receive $9.50 in cash, without interest, other than shares held by Perseus Holding Corp. or any direct or indirect subsidiary of Perseus Holding Corp. and shares held by those of our stockholders who were entitled to and who properly exercised and perfected appraisal rights in compliance with all of the required procedures under Delaware law.

     Immediately prior to the effective time of the Merger, all outstanding options to acquire Common Stock became fully vested and immediately exercisable. In connection with the Merger, each option holder was provided the opportunity to receive cash, without interest, in an amount equal to the product of (1) the total number of shares of Common Stock subject to each stock option held by such holder multiplied by (2) the excess, if any, of $9.50 over the exercise price per share of Common Stock under such option, less any applicable withholding taxes.

     As a result of the Merger, Pegasus’s Common Stock was delisted from the Nasdaq National Market. Pegasus expects to file a Form 15 with the Securities and Exchange Commission in order to deregister its Common Stock under the Securities Exchange Act of 1934, as amended.

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.