AHCI Allied Healthcare International Inc. (MM)

Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		01923A109

CUSIP No.		01923A109

CUSIP No.		01923A109

CUSIP No.		01923A109

CUSIP No.		01923A109

CUSIP No.		01923A109

CUSIP No.		01923A109

SCHEDULE 13D

This Amendment No. 2 (this “Amendment”) to the Schedule 13D initially filed with the Securities Exchange Commission on April 21, 2011, and subsequently amended on May 17, 2011 (together, the “Schedule 13D”) relates to shares of Common Stock, $.01 par value (the “Common Stock”), of Allied Healthcare International Inc., a New York corporation (the “Issuer”), and is being filed on behalf of (i) Octavian Special Master Fund, L.P., a Cayman Islands limited partnership (“Octavian Special Master”); (ii) Tiberius OC Fund, Ltd., a Cayman Islands exempted company (“Tiberius” and together with “Octavian Special Master,” the “Funds”); (iii) Octavian Global Partners, LLC, a Delaware limited liability company and general partner of Octavian Special Master (“Octavian Partners”); (iv) Octavian Management, LLC, a Delaware limited liability company and managing member of Octavian Partners (“Octavian Management”); (v) Octavian Advisors, LP, a Delaware limited partnership and investment manager of each of Octavian Special Master and Tiberius (“Octavian Advisors”); (vi) Octavian Asset Management, LLC, a Delaware limited liability company and general partner of Octavian Advisors (“Octavian Asset Management”); and (vii) Mr. Richard Hurowitz, Chairman and Chief Executive Officer of Octavian Advisors and Managing Member of Octavian Management and Octavian Asset Management (“Mr. Hurowitz”). The persons mentioned in (i) — (vii) above are referred to as the “Reporting Persons.” All shares of Common Stock reported in this Amendment are held by the Funds. Capitalized terms used herein but not defined have the respective meanings given to them in the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended and restated as follows:

Item 3.		Source and Amount of Funds

As of the date hereof, the Reporting Persons have invested in Common Stock of the Issuer in the aggregate amount of: $8,111,778.44. Currently, all Common Stock of the Issuer as of the date hereof are held by the Funds. The above amount excludes any commissions incurred in making the investments. The source of these funds was the working capital of the Funds.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

Item 5.		Interest in Securities of the Issuer

(a) As of the date hereof, (i) Octavian Special Master beneficially owns 3,079,037 shares of Common Stock of the Issuer, which represents 7.1% of the Issuer’s outstanding Common Stock, (ii) Tiberius beneficially owns 520,963 shares of Common Stock of the Issuer, which represents 1.2% of the Issuer’s outstanding Common Stock; (iii) Octavian Partners and Octavian Management beneficially own 3,079,037 shares of Common Stock of the Issuer held by Octavian Special Master, which represents 7.1% of the Issuer’s outstanding Common Stock; and (iv) Octavian Advisors, Octavian Asset Management and Mr. Hurowitz beneficially own 3,600,000 shares of Common Stock of the Issuer held by the Funds, which represents 8.3% of the Issuer’s outstanding Common Stock. These percentage were calculated by dividing (i) the number of shares of Common Stock beneficially owned by each of the Reporting Persons as of the date hereof, by (ii) 43,571,251 Shares outstanding as of May 6, 2011, based upon the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on May 10, 2011.

(b) (i) Octavian Special Master has the sole power to vote and dispose of the 3,079,037 shares of Common Stock of the Issuer it holds directly, (ii) Tiberius has the sole power to vote and dispose of the 520,963 shares of Common Stock of the Issuer it holds directly; (iii) Octavian Partners and Octavian Management have the shared power to vote and dispose of the 3,079,037 shares of Common Stock of the Issuer held by Octavian Special Master; and (iv) Octavian Advisors, Octavian Asset Management and Mr. Hurowitz have the shared power to vote and dispose of the 3,600,000 shares of Common Stock of the Issuer held by the Funds.

The filing of this statement on Schedule 13D shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 3,600,000 shares of Common Stock held by the Funds. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims beneficial ownership.

(c) The transactions in the Issuer’s securities by the Reporting Persons since the filing of the Schedule 13D are listed as Appendix 1 attached hereto and made a part hereof. The transactions in the Common Stock were effected in the open market, and the reported price per share excludes commissions.

(d) Not Applicable.

(e) Not Applicable.

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 27, 2011

APPENDIX 1

Transaction				Number of Shares				Price Per
Date		Reporting Person		Purchased/(Sold)				Share
05/17/2011		OCTAVIAN SPECIAL MASTER FUND, L.P.			40,643			$	2.599
05/17/2011		TIBERIUS OC FUND, LTD.			6,655			$	2.599
05/17/2011		OCTAVIAN SPECIAL MASTER FUND, L.P.			38,447			$	2.600
05/17/2011		TIBERIUS OC FUND, LTD.			6,295			$	2.600
05/23/2011		OCTAVIAN SPECIAL MASTER FUND, L.P.			98,820			$	2.585
05/23/2011		TIBERIUS OC FUND, LTD.			16,180			$	2.585
05/24/2011		OCTAVIAN SPECIAL MASTER FUND, L.P.			127,671			$	2.600
05/24/2011		TIBERIUS OC FUND, LTD.			20,905			$	2.600
05/26/2011		OCTAVIAN SPECIAL MASTER FUND, L.P.			85,930			$	2.579
05/26/2011		TIBERIUS OC FUND, LTD.			14,070			$	2.579

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