sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO §240.13d-2(a)
(Amendment No. _)*
NovaMed, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
HealthInvest Partners AB
Biblioteksgatan 29
SE-114 35 Stockholm
Sweden
Tel. 011-46-8-440-38-31
With a copy to:
David G. Nichols, Jr., Esq.
Cahill Gambino LLP
405 Lexington Avenue, 7
th Floor
New York, NY 10174
(646) 434-1661
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 28, 2011
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. o
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CUSIP No. |
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66986W207 |
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2 |
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12 Pages |
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1 |
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NAME OF REPORTING PERSONS
HealthInvest Partners AB |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Sweden
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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405,875 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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405,875 |
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WITH: |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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405,875 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.1% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IA, HC |
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CUSIP No. |
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66986W207 |
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3 |
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of |
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12 Pages |
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1 |
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NAME OF REPORTING PERSONS
HealthInvest Global Long/Short Fund |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Sweden
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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177,498 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH: |
10 |
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SHARED DISPOSITIVE POWER |
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177,498 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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177,498 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.2% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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CUSIP No. |
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66986W207 |
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Page |
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4 |
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of |
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12 Pages |
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1 |
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NAME OF REPORTING PERSONS
HealthInvest Value Fund |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Sweden
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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215,377 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH: |
10 |
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SHARED DISPOSITIVE POWER |
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215,377 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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215,377 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.7% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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CUSIP No. |
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66986W207 |
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Page |
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5 |
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of |
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12 Pages |
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1 |
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NAME OF REPORTING PERSONS
HealthInvest Access Fund |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Sweden
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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13,000 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH: |
10 |
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SHARED DISPOSITIVE POWER |
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13,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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13,000 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.0% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
Item 1 Security and Issuer
The class of equity to which this statement relates is the common stock, par value $0.01 per
share (the Common Stock), of NovaMed, Inc. (the Company), which has its principal executive
offices at:
333 W. Wacker, Suite 1010
Chicago, Illinois 60606
Item 2 Identity and Background
The names of the persons filing this statement are HealthInvest Partners AB, a Swedish
corporation (HealthInvest Partners), and HealthInvest Global Long/Short Fund, a specialty fund
organized pursuant to the Swedish Investment Funds Act (Global Long/Short Fund), HealthInvest
Value Fund, a specialty fund organized pursuant to the Swedish Investment Funds Act (Value Fund),
and HealthInvest Access Fund, an undertaking for collective investments in transferable securities
in accordance with the Swedish Investment Funds Act (Access Fund and together with Global
Long/Short Fund and Value Fund, the HealthInvest Funds; each of which, together with HealthInvest
Partners, is a Reporting Person).
HealthInvest Partners and the HealthInvest Funds are engaged in the business of investment
management. HealthInvest Partners is the investment advisor and control person of each of the
HealthInvest Funds, which hold securities of the Company.
The address of the principal office of each of the Reporting Persons is Biblioteksgatan 29, SE-114
35 Stockholm, Sweden.
During the last five years, none of the Reporting Persons has been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3 Source and Amount of Funds or Other Consideration
The Reporting Persons acquired the 405,875 shares of Common Stock to which this Statement
relates with investment capital held by the HealthInvest Funds as follows:
(a) Global Long/Short Fund acquired 177,498 shares of Common Stock on the open market between
November 9, 2009 and February 28, 2011 for a total consideration of $2,208,656. Value Fund acquired
215,377 shares of Common Stock on the open market between November 9, 2009 and February 28, 2011
for a total consideration of $2,349,059. Access Fund acquired 13,000 shares of Common Stock on the
open market between February 4, 2011 and February 28, 2011 for a total consideration of $171,179.
The above amount of total consideration includes any commissions incurred in making the
investments. The source of these funds was the investment capital of the Reporting Persons, which
may, at any given time, include margin loans made by brokerage firms in the ordinary course of
business.
Item 4 Purpose of Transaction
All of the shares of Common Stock reported herein were acquired for investment purposes, and
were originally acquired without the purpose or effect of changing or influencing control of the
Company. The Reporting Persons review on a continuing basis the investment in the Company. Based
on such review and depending on the price and availability of the Companys securities, the
Reporting Persons may acquire, or cause to be acquired, additional securities of the Company, in
the open market or otherwise, dispose of, or cause to be disposed of, securities of the Company, in
the open market or otherwise, at any time, or formulate other purposes, plans or proposals
regarding the Company or any of its securities, to the extent deemed advisable in light of general
investment and policies of the Reporting Persons, the Companys business, financial condition and
operating results, general market and industry conditions or other factors.
As part of the ongoing evaluation of this investment and investment alternatives, the Reporting
Persons and their affiliates may consider any or all of the following: (a) the acquisition by any
person of additional securities of the Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; (d) any change in the present board of directors
or management of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board of directors; (e) any material change in
the present capitalization or dividend policy of the Company; (f) any other material change in the
Companys business or corporate structure; (g) changes in the Companys charter or bylaws or other
actions which may impede the acquisition of control of the Company by any person; (h) causing a
class of securities of the Company to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a registered national
securities association; (i) causing a class of equity securities of the Company to become eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to any of those enumerated above.
In addition, from time to time, the Reporting Persons and their affiliates may hold discussions
with the Company regarding the matters described in subparagraphs (a) through (j) above.
On March 2, 2011, Anders Hallberg, the Managing Director and CEO of HealthInvest Partners, sent a
letter to the Board of Directors of the Company (the Board) expressing disappointment with the
terms of the Agreement and Plan of Merger dated January 20, 2011 between Surgery Center Holdings,
Inc., Wildcat Merger Sub, Inc. and the Company, and encouraging the Board to remain receptive to
proposals that would be superior to the pending merger from a financial point of view. A copy of
such letter is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Item 5 Interest in Securities of the Issuer
(a) As of the close of business on March 1, 2011, HealthInvest Partners and the HealthInvest
Funds were the beneficial owners of 405,875 shares of Common Stock, which constitute in the
aggregate 5.1% of the outstanding shares of Common Stock of the Company, based on 7,957,731 shares
of Common Stock reported as outstanding on Form 10-Q for the quarterly period ending September 30,
2010 filed by the Company.
(b) HealthInvest Partners has the sole power to vote, direct the voting of, dispose of and direct
the disposition of the Common Stock owned by it as described in Item 5(a) above.
Each of the HealthInvest Funds has shared power to vote, direct the vote of, dispose of and direct
the disposition of the Common Stock owned by it as described in Item 5(a) above. Such power is
shared with HealthInvest Partners.
(c) Transactions in the Common Stock by the Reporting Persons effected in the last 60 days are as
set forth in the table below. All such trades were made in open market transactions.
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Entity |
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Trade Date |
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Activity |
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Quantity |
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Average Price $ |
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Access Fund |
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02/04/11 |
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BUY |
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10,000 |
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13.158 |
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Access Fund |
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02/11/11 |
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BUY |
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3,000 |
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13.12 |
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Global Long/Short Fund |
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01/11/11 |
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SELL |
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(4,200 |
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12.4289 |
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Entity |
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Trade Date |
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Activity |
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Quantity |
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Average Price $ |
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Global Long/Short Fund |
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02/15/11 |
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BUY |
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26,200 |
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13.1496 |
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Global Long/Short Fund |
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02/16/11 |
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BUY |
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20,000 |
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13.1501 |
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Global Long/Short Fund |
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02/17/11 |
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BUY |
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16,298 |
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13.1543 |
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Global Long/Short Fund |
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02/18/11 |
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BUY |
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46,200 |
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13.2029 |
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Global Long/Short Fund |
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02/25/11 |
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BUY |
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26,100 |
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13.1644 |
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Value Fund |
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02/22/11 |
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BUY |
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50,000 |
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13.2 |
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Value Fund |
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02/28/11 |
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BUY |
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15,000 |
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13.158 |
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(d) The Reporting Persons have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock owned by them.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None.
Item 7 Material to be Filed as Exhibits
99.1 Joint Filing Agreement
99.2 Letter dated March 2, 2011 from Anders Hallberg, Managing Director and CEO of HealthInvest
Partners, to the Board of Directors of the Company.
SIGNATURE
After reasonable 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.
DATE: March 2, 2011
HEALTHINVEST PARTNERS AB
By: /s/ ANDERS HALLBERG
Name: Anders Hallberg
Title: Managing Director and CEO
HEALTHINVEST GLOBAL LONG/SHORT FUND
By: /s/ ANDERS HALLBERG
Name: Anders Hallberg
Title: CEO of Managing Company
HEALTHINVEST VALUE FUND
By: /s/ ANDERS HALLBERG
Name: Anders Hallberg
Title: CEO of Managing Company
HEALTHINVEST ACCESS FUND
By: /s/ ANDERS HALLBERG
Name: Anders Hallberg
Title: CEO of Managing Company