- Amended Statement of Ownership (SC 13G/A)
February 09 2010 - 4:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
VIRTUAL RADIOLOGIC CORPORATION
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
92826B 10 4
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No.
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92826B 10 4
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Page
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1
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of
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5
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Eduard Michel, M.D.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
*
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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998,359 (see Item 4)
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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998,359 (see Item 4)
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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998,359 (see Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
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6.3%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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TABLE OF CONTENTS
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Item 1(a):
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Name of Issuer:
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Virtual Radiologic Corporation
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Item 1(b):
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Address of Issuer’s Principal Executive Offices:
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11995 Singletree Lane, Suite 500, Minnetonka, MN 55344
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Item 2(a):
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Name of Person Filing:
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Eduard Michel, M.D.
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Item 2(b):
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Address of Principal Business Office or, if None, Residence:
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11995 Singletree Lane, Suite 500, Minnetonka, MN 55344
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Item 2(c):
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Citizenship:
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United States
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Item 2(d):
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Title of Class of Securities:
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Common Stock
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Item 2(e):
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CUSIP Number
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92826B 10 4
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Item 3:
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If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether
the person filing is a:
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(a)
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o
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Broker or dealer registered under Section 15 of the Securities
Exchange Act of 1934 (the “Act”).
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(b)
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o
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Bank, as defined in Section 3(a)(6) of the Act.
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(c)
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o
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Insurance company, as defined in Section 3(a)(19) of the Act.
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(d)
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o
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Investment company registered under Section 8 of the Investment
Company Act of 1940.
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(e)
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o
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An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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o
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An employee benefit plan or endowment fund in accordance with Rule
13d- 1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person, in accordance with Rule
13d- 1(b)(ii)(G).
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(h)
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o
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A savings association, as defined in Section 3(b) of the Federal
Deposit Insurance Act.
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(i)
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o
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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.
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(j)
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A non-US institution in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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o
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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Item 4:
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Ownership:
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Provide the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
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-3-
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(a)
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Amount beneficially owned: Dr. Michel’s beneficial ownership
consists of (i) 881,692 shares of common stock, (ii) 100,000 shares of common
stock held by a grantor retained annuity trust for the benefit of Dr. Michel’s
children in which Dr. Michel is the trustee and (iii) 16,667 shares of common
stock issuable upon exercise of stock options exercisable within 60 days.
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(b)
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Percent of class: 6.3%. This percentage is calculated based on the
15,904,789 shares of common stock reported to be outstanding by Virtual
Radiologic on its most recently filed quarterly report on Form 10-Q for the
quarter ended September 30, 2009.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or direct the vote: 998,359
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(ii)
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Shared power to vote or direct the vote: 0
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(iii)
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Sole power to dispose or direct the disposition of: 998,359
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(iv)
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Shared power to dispose or direct the disposition of: 0
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Item 5:
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Ownership of Five Percent or Less of a Class:
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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: [ ]
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Item 6:
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
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Item 7:
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company
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Not applicable
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Item 8:
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Identification and Classification of Members of the Group:
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Not applicable
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Item 9:
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Notice of Dissolution of Group:
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Not applicable
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Item 10:
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Certification:
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Not applicable
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-4-
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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Date: February 5, 2010
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/s/ Eduard Michel, M.D.
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Eduard Michel, M.D.
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