Sec Form 4 Filing - KINDERHOOK, LP @ LIBERATOR MEDICAL HOLDINGS, INC. - 2013-02-14

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FORM 4
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
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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
KINDERHOOK, LP
2. Issuer Name and Ticker or Trading Symbol
LIBERATOR MEDICAL HOLDINGS, INC. [ LBMH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
2 EXECUTIVE DRIVE, SUITE 585
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2013
(Street)
FORT LEE, NJ07024
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Warrant (right to buy) $ 0.97 02/14/2013 A 45,000 ( 1 ) 02/14/2018 Common Stock 45,000 $ 0 95,000 I See Footnotes ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Dir ector 10% Owner Officer Other
KINDERHOOK, LP
2 EXECUTIVE DRIVE
SUITE 585
FORT LEE, NJ07024
Former 10% Owner
KINDERHOOK GP LLC
2 EXECUTIVE DRIVE
SUITE 585
FORT LEE, NJ07024
Former 10% Owner
Shah Tushar
2 EXECUTIVE DRIVE
SUITE 585
FORT LEE, NJ07024
Former 10% Owner
CLEARMAN STEPHEN J
2 EXECUTIVE DRIVE
SUITE 585
FORT LEE, NJ07024
Former 10% Owner
Signatures
/s/ Tushar Shah, Managing Member of Kinderhook Partners, LLC 02/22/2013
Signature of Reporting Person Date
/s/ Tushar Shah, Managing Member of Kinderhook GP, LLC 02/22/2013
Signature of Reporting Person Date
/s/ Tushar Shah, Managing Member of Kinderhook LP's General Partner 02/22/2013
Signature of Reporting Person Date
/s/ Tushar Shah 02/22/2013
Signature of Reporting Person Date
/s/ Stephen J. Clearman 02/22/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with Kinderhook LP's (the "Partnership") continuation of service of Mr. Morgan Duke, an associate of the Partnership, on the Board of Directors of the Issuer, Kinderhook Partners, LLC ("Kinderhook Capital"), an affiliate of the Partnership, received a warrant to purchase 45,000 shares of the Issuer's Common Stock at $0.97 per share, vesting semi-annually over one and one-half years beginning on February 14, 2013.
( 2 )Mr. Tushar Shah and Mr. Stephen J. Clearman are the co-managing members of the Kinderhook GP, LLC (the "General Partner") responsible for making investment decisions with respect to the Partnership and, as a result, Mr. Shah and Mr. Clearman may be deemed to control such entities. In addition, Mr. Shah and Mr. Clearman are responsible for making investment decisions with respect to Kinderhook Capital. Accordingly, Mr. Shah and Mr. Clearman may be deemed to have a beneficial interest in the shares of Common Stock by virtue of their indirect control of the Partnership's, the General Partner's and Kinderhook Capital's power to vote and/or dispose of the shares of Common Stock. Mr. Shah and Mr. Clearman disclaim beneficial ownership of the shares of Common Stock except to the extent of his respective pecuniary interest, if any, therein.

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