CUSIP
No.
|
750491102
|
13G
|
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
1,378,616
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
1,378,616
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,378,616
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.81%
|
||
12.
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
No.
|
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
737,152
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
737,152
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
737,152
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
||
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
641,464
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
641,464
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
641,464
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.77%
|
||
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
New
York
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
2,165,384
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
2,165,384
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,165,384
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.98%
|
||
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
1,034,848
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
1,034,848
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,034,848
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.86%
|
||
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
1,130,536
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
1,130,536
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,130,536
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.12%
|
||
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
3,544,000
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
3,544,000
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,544,000
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.79%
|
||
12.
|
TYPE
OF REPORTING PERSON*
IN
|
CUSIP
No.
|
750491102
|
13G
|
Page 9
of 12 Pages
|
Item 1(a). | Name of Issuer: | |
RadNet,
Inc.
|
||
Item 1(b). | Address of Issuer's Principal Executive Offices: | |
5966
La Place Court
Carlsbad,
California 92008
|
||
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
|
||
Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
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 Bisys Management,
Bison
Court, Columbus Centre, P.O. Box 3460, Road Town,
Tortola,
British Virgin Islands
|
||
Item 2(c). | Citizenship: | |
Mr.
Flynn - United States citizen
Deerfield
Capital, L.P., Deerfield Partners, L.P. and Deerfield
Special
Situations Fund, L.P. - Delaware limited partnerships
Deerfield
Management Company, L.P. - New York limited partnership
Deerfield
International Limited and Deerfield Special Situations
International
Limited - British Virgin Islands
corporations
|
||
Item 2(d). | Title of Class of Securities: | |
Common
Stock, par value $.01
|
||
Item 2(e). | CUSIP Number: | |
750491102
|
||
Item 3. |
|
(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.
|
750491102
|
13G
|
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. – 1,378,616 shares
Deerfield
Partners, L.P. – 737,152 shares
Deerfield
Special Situations Fund, L.P. – 641,464 shares
Deerfield
Management Company, L.P. – 2,165,384 shares
Deerfield
International Limited – 1,034,848 shares
Deerfield
Special Situations International Limited – 1,130,536 shares
James
E. Flynn – 3,544,000 shares.
|
|||
(b) | Percent of class: | ||
Deerfield
Capital, L.P. - 3.81%
Deerfield
Partners, L.P. - 2.04%
Deerfield
Special Situations Fund, L.P. - 1.77%
Deerfield
Management Company, L.P. - 5.98%
Deerfield
International Limited - 2.86%
Deerfield
Special Situations International Limited - 3.12%
James
E. Flynn -
9.79%
|
(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.
– 1,378,616
Deerfield
Partners,
L.P.
- 737,152
Deerfield
Special
Situations
Fund,
L.P.
- 641,464
Deerfield
Management
Company,
L.P.
- 2,165,384
Deerfield
International
Limited
- 1,034,848
Deerfield
Special
Situations
Fund
International
Limited
- 1,130,536
James
E. Flynn -
3,544,000.
|
|||
(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.
– 1,378,616
Deerfield
Partners,
L.P.
- 737,152
Deerfield
Special
Situations
Fund,
L.P.
- 641,464
Deerfield
Management
Company,
L.P.
- 2,165,384
Deerfield
International
Limited
- 1,034,848
Deerfield
Special
Situations
Fund
International
Limited
- 1,130,536
James
E. Flynn -
3,544,000.
|
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, Authorized Signatory
|
||
DEERFIELD
PARTNERS, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
|
Darren
Levine, Authorized Signatory
|
|
DEERFIELD
SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
DEERFIELD
MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn
Management LLC
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
DEERFIELD
INTERNATIONAL LIMITED
|
||
By:
|
Deerfield
Management Company
|
|
By:
|
Flynn
Management LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
DEERFIELD
SPECIAL SITUATIONS FUND INTERNATIONAL
LIMITED
|
||
By:
|
Deerfield
Management Company
|
|
By:
|
Flynn
Management LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
JAMES
E. FLYNN
|
||
/s/
Darren Levine
|
||
Darren
Levine, Authorized Signatory
|
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, Authorized Signatory
|
||
DEERFIELD
PARTNERS, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
|
Darren
Levine, Authorized Signatory
|
|
DEERFIELD
SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
DEERFIELD
MANAGEMENT COMPANY
|
||
By:
|
Flynn
Management LLC
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
DEERFIELD
INTERNATIONAL LIMITED
|
||
By:
|
Deerfield
Management Company
|
|
By:
|
Flynn
Management LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
DEERFIELD
SPECIAL SITUATIONS FUND INTERNATIONAL
LIMITED
|
||
By:
|
Deerfield
Management Company
|
|
By:
|
Flynn
Management LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
JAMES
E. FLYNN
|
||
/s/
Darren Levine
|
||
Darren
Levine, Attorney-In-Fact
|