(1) Mr.
Obus may be deemed to hold an indirect beneficial interest in these shares,
which are directly beneficially owned by Wynnefield Partners Small Cap Value,
L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value
Offshore Fund, Channel Partnership II, L.P. and Wynnefield Capital, Inc. Profit
Sharing Plan because he is a co-managing member of Wynnefield Capital
Management, LLC, a principal executive officer of Wynnefield Capital, Inc. (the
investment manager of Wynnefield Small Cap Value Offshore Fund), the general
partner of Channel Partnership II, L.P. and the portfolio manager of Wynnefield
Capital, Inc. Profit Sharing Plan. The filing of this Statement and
any future amendment by Mr. Obus, and the inclusion of information herein and
therein with respect to Mr. Obus, shall not be considered an admission that he,
for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of
any shares in which he does not have a pecuniary interest. Mr. Obus
disclaims any beneficial ownership of the shares of Common Stock covered by this
Statement.
Wynnefield
Capital, Inc. Profit Sharing Plan (the "Plan")
Wynnefield
Capital Management, LLC ("WCM")
Wynnefield
Capital, Inc. ("WCI")
Nelson
Obus
Joshua
Landes
ITEM
2(b). Address of Principal Business Office Or, If None,
Residence:
450
Seventh Avenue, Suite 509, New York, New York 10123
ITEM
2(c). Citizenship:
Partners
and Partners I are Delaware limited
partnerships.
Fund and
WCI are Cayman Islands companies.
WCM and
Channel are New York limited liability companies.
The Plan
is a Delaware corporation.
Mr. Obus
is a United States citizen
Mr.
Landes is a United States citizen
ITEM
2(d). Title of Class of Securities:
Common
Stock, $.01 Par Value Per Share
ITEM
2(e). CUSIP Number:
743494106
ITEM
3. If this Statement is filed pursuant to Rules
13d-1(b) or 13d-2(b) or (c), check whether the person filing is:
¨
Broker
or dealer registered under Section 15 of the Act.
¨
Bank
as defined in Section 3(a)(6) of the Act.
¨
Insurance company as defined in Section 3(a)(19) of the Act.
¨
Investment company registered under Section 8 of the Investment Company Act of
1940.
¨
An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
¨
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
¨
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
¨
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
¨
A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940;
¨
Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
This
statement is filed pursuant to Rule 13d-1(c).
ITEM
4. Ownership:
(a)
Amount beneficially owned by all reporting persons: 1,411,446
Shares
(b)
Percent of class: 6.9% of Common Stock.
(c)
Number of shares as to which the reporting persons have:
(i) sole
power to vote or to direct the vote:
1,411,446
Shares
(ii) shared
power to vote or to direct the vote:
(iii)
sole power to dispose or to direct the disposition:
1,411,446
Shares
(iv) shared
power to dispose or to direct the disposition:
ITEM
5. Ownership of five percent or less of a class.
Not
applicable.
ITEM
6. Ownership of more than five percent on behalf of another
person.
Not
applicable.
ITEM
7. Identification and classification of the subsidiary which acquired
the security being reported on by the parent holding company.
Not
applicable.
ITEM
8. Identification and classification of members of the
group.
See Item
2 (a) - (c).
ITEM
9. Notice of dissolution of group.
Not
applicable.
ITEM
10. Certifications.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection or as a
participant in any transaction having that purpose or effect.
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Dated: February
13, 2009
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WYNNEFIELD
PARTNERS SMALL CAP VALUE, L.P.
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By:
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Wynnefield
Capital Management, LLC, General Partner
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By:
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Nelson
Obus, Managing Member
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WYNNEFIELD
PARTNERS SMALL CAP VALUE, L.P. I
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By:
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Wynnefield
Capital Management, LLC, General Partner
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By:
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Nelson
Obus, Managing Member
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WYNNEFIELD
SMALL CAP VALUE OFFSHORE FUND, LTD.
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By:
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Wynnefield
Capital, Inc.
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By:
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Nelson
Obus, President
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CHANNEL
PARTNERSHIP II, L.P.
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By:
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Nelson
Obus, General Partner
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WYNNEFIELD
CAPITAL MANAGEMENT, LLC
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By:
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Nelson
Obus, Co-Managing Member
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WYNNEFIELD
CAPITAL, INC.
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By:
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Nelson
Obus, President
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/s/
Nelson
Obus
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Nelson
Obus, Individually
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/s/
Joshua Landes
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Joshua
Landes,
Individually
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AGREEMENT OF JOINT
FILING
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby consent to the joint filing on their behalf of a single
Schedule 13G and any amendments thereto, with respect to the beneficial
ownership by each of the undersigned of shares of common stock, $0.01 par value
per share, of Prospect Medical Holdings, Inc., a Delaware
corporation. The undersigned hereby further agree that this statement
may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original, but all of which counterparts shall together
constitute one and the same instrument.
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Dated:
February 13, 2009
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WYNNEFIELD
PARTNERS SMALL CAP VALUE, L.P.
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By:
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Wynnefield
Capital Management, LLC,
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General
Partner
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By:
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/s/
Nelson
Obus
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Nelson
Obus, Managing Member
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WYNNEFIELD
PARTNERS SMALL CAP VALUE, L.P. I
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By:
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Wynnefield
Capital Management, LLC,
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General
Partner
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By:
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/s/
Nelson
Obus
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Nelson
Obus, Managing Member
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WYNNEFIELD
SMALL CAP VALUE OFFSHORE FUND, LTD.
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By:
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Wynnefield
Capital, Inc.
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By:
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/s/
Nelson
Obus
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Nelson
Obus, President
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CHANNEL
PARTNERSHIP II, L.P.
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By:
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/s/
Nelson
Obus
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Nelson
Obus, General Partner
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WYNNEFIELD
CAPITAL MANAGEMENT, LLC
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By:
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/s/
Nelson
Obus
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Nelson
Obus, Managing Member
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WYNNEFIELD
CAPITAL, INC.
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By:
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/s/
Nelson
Obus
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Nelson
Obus, President
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/s/
Nelson
Obus
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Nelson
Obus, Individually
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/s/
Joshua Landes
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Joshua
Landes,
Individually
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