CUSIP No.
|
750491102
|
13G
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Page 2 of 12 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Capital, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
0
|
||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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||
12.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
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750491102
|
13G
|
Page 3 of 12 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Partners, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
750491102
|
13G
|
Page 4 of 12 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
750491102
|
13G
|
Page 5 of 12 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
750491102
|
13G
|
Page 6 of 12 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield International Limited
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
12.
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No.
|
750491102
|
13G
|
Page 7 of 12 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund International Limited
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
12.
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No.
|
750491102
|
13G
|
Page 8 of 12 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
12.
|
TYPE OF REPORTING PERSON*
IN
|
CUSIP No.
|
750491102
|
13G
|
Page 9 of 12 Pages
|
Item 1(a). | Name of Issuer: | |
RadNet, Inc.
|
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Item 1(b). | Address of Issuer's Principal Executive Offices: | |
1510 Cotner Ave.
Los Angeles, CA 90025
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Item 2(a). | Name of Person Filing: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P.,
Deerfield Special Situations Fund, L.P., Deerfield Management
Company, L.P., Deerfield International Limited, Deerfield Special
Situations Fund International Limited
|
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Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P.
Deerfield Special Situations Fund, L.P., Deerfield Management
Company, L.P., 780 Third Avenue, 37th Floor, New York, NY 10017
Deerfield International Limited, Deerfield Special Situations
International Limited c/o Citi Hedge Fund
Services (B.V.I.) Ltd., Bison Court, Columbus Centre, P.O. Box 3460, Road Town,
Tortola, D8, British Virgin Islands
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Item 2(c). | Citizenship: | |
Mr. Flynn - United States citizen
Deerfield Capital, L.P., Deerfield Partners, L.P., Deerfield Management Company,
L.P. and Deerfield Special Situations Fund, L.P. - Delaware limited partnerships
Deerfield International Limited and Deerfield Special Situations
International Limited - British Virgin Islands corporations
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Item 2(d). | Title of Class of Securities: | |
Common Stock
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Item 2(e). | CUSIP Number: | |
750491102
|
||
Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
(a) | o | Broker or dealer registered under Section 15 of the Exchange Act. | |
(b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
(c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
(d) | o | Investment company registered under Section 8 of the Investment Company Act. | |
(e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
(f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
(g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
CUSIP No.
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750491102
|
13G
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Page 10 of 12 Pages
|
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
(i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
(j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Item 4. | Ownership. |
(a) | Amount beneficially owned: | ||
Deerfield Capital, L.P. – 0 shares
Deerfield Partners, L.P. – 0 shares
Deerfield Special Situations Fund, L.P. – 0 shares
Deerfield Management Company, L.P. – 0 shares
Deerfield International Limited – 0 shares
Deerfield Special Situations International Limited – 0 shares
James E. Flynn – 0 shares.
|
|||
(b) | Percent of class: | ||
Deerfield Capital, L.P. - 0%
Deerfield Partners, L.P. - 0%
Deerfield Special Situations Fund, L.P. - 0%
Deerfield Management Company, L.P. - 0%
Deerfield International Limited - 0%
Deerfield Special Situations International Limited - 0%
James E. Flynn - 0%
|
(c) | Number of shares as to which such person has: | ||||
(i) | Sole power to vote or to direct the vote | 0 | |||
(ii) | Shared power to vote or to direct the vote |
Deerfield Capital, L.P. – 0
Deerfield Partners, L.P. – 0
Deerfield Special Situations Fund, L.P. – 0
Deerfield Management Company, L.P. – 0
Deerfield International Limited – 0
Deerfield Special Situations Fund International Limited – 0
James E. Flynn - 0
|
|||
(iii) | Sole power to dispose or to direct the disposition of | 0 | |||
(iv) | Shared power to dispose or to direct the disposition of |
Deerfield Capital, L.P. – 0
Deerfield Partners, L.P. – 0
Deerfield Special Situations Fund, L.P. – 0
Deerfield Management Company, L.P. – 0
Deerfield International Limited – 0
Deerfield Special Situations Fund International Limited – 0
James E. Flynn - 0
|
CUSIP No.
|
750491102
|
13G
|
Page 11 of 12 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person. |
|
N/A
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
N/A
|
Item 8.
|
Identification and Classification of Members of the Group. |
|
See Exhibit B
|
Item 9.
|
Notice of Dissolution of Group. |
|
N/A
|
Item 10.
|
Certifications. |
CUSIP No.
|
750491102
|
13G
|
Page 12 of 12 Pages
|
DEERFIELD CAPITAL, L.P.
|
||
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
||
DEERFIELD PARTNERS, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
|
Darren Levine, Attorney-In-Fact
|
|
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn Management LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
JAMES E. FLYNN
|
||
/s/ Darren Levine
|
||
Darren Levine, Attorney-In-Fact
|
Exhibit A .
|
Joint Filing Agreement.
|
Exhibit B.
|
Item 8 Statement.
|
Exhibit C (1).
|
Power of Attorney.
|
DEERFIELD CAPITAL, L.P.
|
||
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
||
DEERFIELD PARTNERS, L.P.
|
||
By:
|
Deerfield Capital, L.P.. General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
|
Darren Levine, Attorney-In-Fact
|
|
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn Management LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
JAMES E. FLYNN
|
||
/s/ Darren Levine
|
||
Darren Levine, Attorney-In-Fact
|