SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 4)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
PROXYMED, INC. (FT. LAUDERDALE)
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(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
744290305
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(CUSIP Number of Class of Securities)
Michael Falk
830 Third Avenue
New York, NY 10022
(212) 829-5800
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Alan I. Annex, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, NY 10166
(212) 801-9200
July 27, 2007
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(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 if filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
..
(continued on following pages)
CUSIP No. 744290305 13D/A Page 1 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Michael Falk
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
AF/PF (SEE ITEM 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 298,969
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
403,846
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 298,969
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
403,846
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
702,815
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 4 (the "Amendment") amends the Statement of Beneficial
Ownership on Schedule 13D, originally filed with the Securities and Exchange
Commission (the "Commission") on March 12, 2004 pursuant to Rule 13d-1(e)(1) of
the Securities Exchange Act of 1934, as amended and restated by Amendment No. 1
thereto, filed with the Commission on April 29, 2004, Amendment No. 2 thereto,
filed with the Commission on December 20, 2006 and Amendment No. 3 thereto,
filed with the Commission on July 27, 2007 (together, the "Original 13D"), by
PVC Funding Partners, LLC ("PVC Funding") and Michael Falk ("Falk") with respect
to shares of common stock, $.001 par value per share ("Common Stock"), of
ProxyMed, Inc., a Florida corporation, with its principal executive offices
located at 2555 Davie Road, Suite 110, Fort Lauderdale, Florida 33317-7424 (the
"Issuer"). Unless specifically amended hereby, the disclosures set forth in the
Original 13D shall remain unchanged.
Item 5. Interests in Securities of the Issuer.
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The response to Item 5, Part (a) is hereby amended and supplemented by
adding the following:
As of the close of business on the date of this Amendment No. 4, Falk
could be deemed to beneficially own a total of 702,815 shares (the "Falk
Shares") of Common Stock of the Issuer (representing approximately 5.3% of the
outstanding capital stock of the Issuer as of March 31, 2007). Of the Falk
Shares, Falk beneficially owns of record an aggregate of 298,986 shares of
Common Stock, representing (i) 271,469 shares of Common Stock of the Issuer
owned by Falk, (ii) options to purchase 5,000 shares of Common Stock of the
Issuer, exercisable by Falk as of May 22, 2002, at an exercise price of $20.20
and shall expire on May 22, 2012, (iii) options to purchase 3,334 shares of
Common Stock of the Issuer, exercisable by Falk as of April 16, 2004, at an
exercise price of $7.28 and shall expire on April 16, 2013, (iv) options to
purchase 3,333 shares of Common Stock of the Issuer, exercisable by Falk as of
April 16, 2005, at an exercise price of $7.28 and shall expire on April 16,
2013, (v) options to purchase 3,333 shares of Common Stock of the Issuer,
exercisable by Falk as of April 16, 2006, at an exercise price of $7.28 and
shall expire on April 16, 2013, (vi) options to purchase 5,000 shares of Common
Stock of the Issuer, exercisable by Falk as of May 29, 2003, at an exercise
price of $10.63 and shall expire on May 29, 2013, (vii) options to purchase
1,875 shares of Common Stock of the Issuer, exercisable by Falk as of December
31, 2003, at an exercise price of $10.63 and shall expire on May 29, 2013,
(viii) options to purchase 625 shares of Common Stock of the Issuer, exercisable
by Falk as of June 2, 2004, at an exercise price of $10.63 and shall expire on
May 29, 2013, and (xii) options to purchase 5,000 shares of Common Stock of the
Issuer, exercisable by Falk as of June 2, 2004, at an exercise price of $20.00
and shall expire on June 2, 2014.
The remainder of the Falk Shares are owned as follows:
(i) 13,556 shares of Common Stock of the Issuer are owned by CGH. By
virtue of his status as Chairman and majority member of CGH, Falk may be deemed
to have indirect beneficial ownership of all of these shares. However, Falk
disclaims any beneficial ownership of that portion of these shares owned by
third-party investors in CGH.
(ii) 390,290 shares of Common Stock of the Issuer are owned by ComVest
Ventures. By virtue of his status as managing member of ComVest Ventures, Falk
may be deemed to have
indirect beneficial ownership of all of these shares. However, Falk disclaims
any beneficial ownership of that portion of these shares owned by third-party
investors in ComVest Ventures.
(b) Falk has sole voting power over 298,986 shares (including options)
owned by him directly and has shared voting power of 403,846 shares held by CGH
and ComVest Ventures.
(c) On July 20, 2007, CGH sold 1,302 of its shares of common stock of
the Issuer for $3.54 per share and ComVest Ventures sold 15,714 of its shares of
common stock of the Issuer for $3.54 per share.
On July 25, 2007, CGH sold 2,240 of its shares of common stock of the
Issuer for $3.50 per share, ComVest Ventures sold 64,960 of its shares of common
stock of the Issuer for $3.50 per share and Falk sold 44,800 of his shares of
common stock of the Issuer for $3.50 per share.
On July 26, 2007, CGH sold 1,760 of its shares of common stock of the
Issuer for $3.50 per share, ComVest Ventures sold 51,040 of its shares of common
stock of the Issuer for $3.50 per share, and Falk sold 35,200 of his shares of
common stock of the Issuer for $3.50 per share.
On July 27, 2007, CGH sold 1,074 of its shares of common stock of the
Issuer for $3.50 per share, ComVest Ventures sold 31,146 of its shares of common
stock of the Issuer for $3.50 per share, and Falk sold 21,480 of his shares of
common stock of the Issuer for $3.50 per share.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: July 30, 2007
/s/Michael Falk
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MICHAEL FALK