FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Brickell Bay Acquisition Corp. 		2. Issuer Name and Ticker or Trading Symbol

ALLION HEALTHCARE INC [ ALLI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O H.I.G. CAPITAL, 1001 BRICKELL BAY DRIVE, 27TH FL. 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/13/2010
(Street)

MIAMI, FL 33131
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   1/13/2010     P    28715121   A $6.60   0   (1) D   (2) (3) (4) (5)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  All of the Issuer's outstanding stock was canceled in a merger of the Issuer into a wholly owned subsidiary of Brickell Bay Acquisition Corp. ("Parent") on January 13, 2010.
( 2)  This Form 4 is being filed by (i) Parent, (ii) H.I.G. Healthcare, LLC ("HIG Healthcare"), in its capacity as the sole shareholder of Parent, (iii) H.I.G. Bayside Debt & LBO Fund II, L.P. ("Fund II"), in its capacity as the manager and sole member of HIG Healthcare, (iv) H.I.G. Bayside Advisors II, LLC ("Advisors II"), in its capacity as the general partner of Fund II, (v) H.I.G.-GPII, Inc. ("GPII"), in its capacity as the manager of Advisors II, and (vi) by Sami W. Mnaymneh ("Mnaymneh") and Anthony A. Tamer ("Tamer"), in their capacity as co-presidents, directors and sole shareholders of GP II.
( 3)  Each of Parent, HIG Healthcare, Fund II, Advisors II, GPII, Mnaymneh and Tamer may be referred to individually as "Reporting Person" and collectively as the "Reporting Persons."
( 4)  Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person. The filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4.
( 5)  As a result of their direct or indirect relationship to Parent, the other Reporting Persons may also be deemed to have acquired indirect beneficial ownership of such shares of Common Stock. The other Reporting Persons expressly disclaim beneficial ownership of such shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Brickell Bay Acquisition Corp.
C/O H.I.G. CAPITAL
1001 BRICKELL BAY DRIVE, 27TH FL.
MIAMI, FL 33131
X

H.I.G. Healthcare, L.L.C.
C/O H.I.G. CAPITAL
1001 BRICKELL BAY DRIVE, 27TH FL.
MIAMI, FL 33131
X

HIG BAYSIDE DEBT & LBO FUND II LP
C/O H.I.G. CAPITAL
1001 BRICKELL BAY DRIVE, 27TH FL.
MIAMI, FL 33131
X

H.I.G. Bayside Advisors II, L.L.C.
C/O H.I.G. CAPITAL
1001 BRICKELL BAY DRIVE, 27TH FL.
MIAMI, FL 33131
X

HIG GP II INC
C/O H.I.G. CAPITAL
1001 BRICKELL BAY DRIVE, 27TH FL.
MIAMI, FL 33131
X

MNAYMNEH SAMI
C/O H.I.G. CAPITAL
1001 BRICKELL BAY DRIVE, 27TH FL.
MIAMI, FL 33131
X

TAMER ANTHONY
C/O H.I.G. CAPITAL
1001 BRICKELL BAY DRIVE, 27TH FL.
MIAMI, FL 33131
X


Signatures
/s/ Brickell Bay Acquisition Corp., by Richard Siegel, its Attorney in Fact 1/13/2010
** Signature of Reporting Person Date

/s/ H.I.G. Healthcare, LLC, by H.I.G. Bayside Debt & LBO Fund II, L.P., its Manager, by H.I.G. Bayside Advisors II, LLC, its General Partner, by H.I.G.-GPII, Inc., its Manager, by Richard Siegel, its Vice President and General Counsel 1/13/2010
** Signature of Reporting Person Date

/s/ H.I.G. Bayside Debt & LBO Fund II, L.P., by H.I.G. Bayside Advisors II, LLC, its General Partner, by H.I.G.-GPII, Inc., its Manager, by Richard Siegel, its Vice President and General Counsel 1/13/2010
** Signature of Reporting Person Date

/s/ H.I.G. Bayside Advisors II, LLC, by H.I.G.-GPII, Inc., its Manager, by Richard Siegel, its Vice President and General Counsel 1/13/2010
** Signature of Reporting Person Date

/s/ H.I.G.-GPII, Inc., by Richard Siegel, its Vice President and General Counsel 1/13/2010
** Signature of Reporting Person Date

/s/ Sami Myanmneh, by Richard Siegel, its Attorney in Fact 1/13/2010
** Signature of Reporting Person Date

/s/ Anthony Tamer, by Richard Siegel, its Attorney in Fact 1/13/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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