Edgar Filing: ORION HEALTHCORP INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PINKAS ROBERT P

2. Issuer Name and Ticker or Trading Symbol
ORION HEALTHCORP INC [ONH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3201 ENTERPRISE PKWY., SUITE 350

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2005

(Street)

BEACHWOOD, OH 44122

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								2,321,649 ⁽³⁾	I ⁽¹⁾	See Footnote 1

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrant

$ 0.01

12/15/2004

12/15/2009

Class A Common Stock

20,455 ⁽³⁾

I ⁽²⁾

See Footnote 2

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PINKAS ROBERT P 3201 ENTERPRISE PKWY. SUITE 350 BEACHWOOD, OH 44122		X

Signatures

/s/ Robert P. Pinkas, by Stephen Murdock, Agent		04/12/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	2,321,649 shares by Brantley Venture Partners III, L.P. The Reporting Person is the sole general partner of Pinkas Family Partners, L.P., which is a general and limited partner of Brantley Venture Management III, L.P. Brantley Venture Management III, L.P,. is the sole general partner of Brantley Venture Partners III, L.P. The Reporting Person is the sole stockholder of Brantley Management Company, which serves as an adviser to Brantley Venture Partners III, L.P., Brantley Partners IV, L.P. and certain other affiliates of the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(2)	20,455 shares by Brantley Partners IV, L.P. The Reporting Person is the sole general partner of Pinkas Family Partners, L.P., which is a general and limited partner of Brantley Venture Management IV, L.P. Brantley Venture Management IV, L.P. is the sole general partner of Brantley Partners IV, L.P. The Reporting Person is the sole stockholder of Brantley Management Company, which serves as an adviser to Brantley Venture Partners III, L.P., Brantley Partners IV, L.P. and certain other affiliates of the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(3)	The Reporting Person is filing this Form 4 to report changes in the Reporting Person's beneficial ownership of certain shares as a result of termination of the investment advisory relationship between Brantley Capital Management, L.L.C. and Brantley Capital Corporation as of September 28, 2005.
Remarks: The shares indirectly beneficially owned by the Reporting Person include Class B Common Stock, which is convertible into Class A Common Stock at a floating rate partially determined by reference to the price of the Class A Common Stock. Therefore, the Class B Common Stock is not a "derivative security" reportable pursuant to Section 16 and the Class B Common Stock indirectly beneficially owned by the Reporting Person has not been included on this form. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

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