XSI American Caresource Holdings

CUSIP No. 02505A 10 3

1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 Manchester Management Company, LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [_]
 (b) [X]

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


6. SHARED VOTING POWER

 965,970

7. SOLE DISPOSITIVE POWER


8. SHARED DISPOSITIVE POWER

 965,970

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 965,970

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 6.59%

12. TYPE OF REPORTING PERSON*

 IA

CUSIP No. 02505A 10 3

1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 Donald E. Besser

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [_]
 (b) [X]

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

 965,970

7. SOLE DISPOSITIVE POWER

 0

8. SHARED DISPOSITIVE POWER

 965,970

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 965,970

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 6.59%

12. TYPE OF REPORTING PERSON*

 IN, HC

CUSIP No. 02505A 10 3

1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 James E. Besser

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [_]
 (b) [X]

3. SEC USE ONLY


4. CITIZENSHIP OR PLACE OF ORGANIZATION

 United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER

 100,000

6. SHARED VOTING POWER

 965,970

7. SOLE DISPOSITIVE POWER

 100,000

8. SHARED DISPOSITIVE POWER

 965,970

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,065,970

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 7.27%

12. TYPE OF REPORTING PERSON*

 IN, HC

CUSIP No. 02505A 10 3

Item 1(a). Name of Issuer:

 American Caresource Holdings, Inc.
 --------------------------------------------------------------------

Item 1(b). Address of Issuer's Principal Executive Offices:

 5429 Lyndon B. Johnson Freeway
 Suite 700
 Dallas, TX 75240
 --------------------------------------------------------------------

Item 2(a). Name of Persons Filing:

 Manchester Management Company, LLC
 Donald E. Besser
 James E. Besser
 --------------------------------------------------------------------

Item 2(b). Address of Principal Business Office, or if None, Residence:

 545 Boylston Street
 Suite 202
 Boston, Massachusetts 02116
 --------------------------------------------------------------------

Item 2(c). Citizenship:

 Manchester Management Company, LLC: Delaware Limited Liability
 Company
 Donald E. Besser: United States of America
 James E. Besser: United States of America
 --------------------------------------------------------------------

Item 2(d). Title of Class of Securities:

 Common Stock, par value $0.01
 --------------------------------------------------------------------

Item 2(e). CUSIP Number:

 02505A 10 3
 --------------------------------------------------------------------

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
 or (c), Check Whether the Person Filing is a:

 (a) [_] Broker or dealer registered under Section 15 of the Exchange Act.

 (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.

 (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
 Act.

 (d) [_] Investment company registered under Section 8 of the Investment
 Company Act.

 (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 (f) [_] An employee benefit plan or endowment fund in accordance with
 Rule 13d-1(b)(1)(ii)(F);

 (g) [_] A parent holding company or control person in accordance with
 Rule 13d-1(b)(1)(ii)(G);

 (h) [_] A savings association as defined in Section 3(b) of the Federal
 Deposit Insurance Act;

 (i) [_] A church plan that is excluded from the definition of an
 investment company under Section 3(c)(14) of the Investment
 Company Act;

 (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership.

 Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

 (a) Amount beneficially owned:

 965,970 shares owned by Manchester Management Company, LLC
 965,970 shares owned by Donald E. Besser
 1,065,970 shares owned by James E. Besser
 -----------------------------------------------------------------------

 (b) Percent of class:

 6.59% owned by Manchester Management Company, LLC
 6.59% owned by Donald E. Besser
 7.27% owned by James E. Besser
 -----------------------------------------------------------------------

 (c) Number of shares as to which such person has:

 (i) Sole power to vote or to direct the vote

 Manchester Management Company, LLC: 0 shares
 Donald E. Besser: 0 shares
 James E. Besser: 100,000 shares
 ------------------------------------------------------------------

 (ii) Shared power to vote or to direct the vote

 Manchester Management Company, LLC: 965,970 shares
 Donald E. Besser: 965,970 shares
 James E. Besser: 965,970 shares
 ------------------------------------------------------------------

 (iii) Sole power to dispose or to direct the disposition of

 Manchester Management Company, LLC: 0 shares
 Donald E. Besser: 0 shares
 James E. Besser: 100,000 shares
 ------------------------------------------------------------------

 (iv) Shared power to dispose or to direct the disposition of

 Manchester Management Company, LLC: 965,970 shares
 Donald E. Besser: 965,970 shares
 James E. Besser: 965,970 shares
 ------------------------------------------------------------------

Item 5. Ownership of Five Percent or Less of a Class.

 If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].

 N/A
 -----------------------------------------------------------------------

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

 If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

 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.

 If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

 N/A
 -----------------------------------------------------------------------

Item 8. Identification and Classification of Members of the Group.

 If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.

 N/A
 -----------------------------------------------------------------------

Item 9. Notice of Dissolution of Group.

 Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.

 N/A
 -----------------------------------------------------------------------

Item 10. Certifications.

 By signing below I certify that, to the best of my 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 with or as a participant in any transaction
 having such purpose or effect.