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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
OMB Number: 3235-0145
Expires:
December 31, 2009
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SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Oracle
Healthcare Acquisition Corp.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
68402M102
(CUSIP
Number)
December
31,
2008
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule
13d-1(b)
[
X
] Rule 13d-1(c)
[ ] 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).
Potential
persons who are to 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.
1. Names
of Reporting Persons.
Jonathan M. Glaser
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
3. SEC
Use Only
4. Citizenship
or Place of Organization
U.S.A.
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
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6. Shared Voting Power
0
|
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7. Sole Dispositive Power
0
|
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8. Shared Dispositive Power
0
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9. Aggregate
Amount Beneficially Owned by Each Reporting Person
0
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
0
%
12. Type
of Reporting Person (See Instructions)
IN, HC
1. Names
of Reporting Persons.
JMG Capital Management, Inc.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
3. SEC
Use Only
4. Citizenship
or Place of Organization
California
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
|
|
6. Shared Voting Power
0
|
|
7. Sole Dispositive Power
0
|
|
8. Shared Dispositive Power
0
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
0
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
0
%
12. Type
of Reporting Person (See Instructions)
CO, HC
1. Names
of Reporting Persons.
JMG Capital Management, LLC
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(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
0
|
|
6. Shared Voting Power
0
|
|
7. Sole Dispositive Power
0
|
|
8. Shared Dispositive Power
0
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
0
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
0
%
12. Type
of Reporting Person (See Instructions)
OO, IA
1. Names
of Reporting Persons.
Daniel Albert David
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
3. SEC
Use Only
4. Citizenship
or Place of Organization
U.S.A.
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
|
|
6. Shared Voting Power
0
|
|
7. Sole Dispositive Power
0
|
|
8. Shared Dispositive Power
0
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
0
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
0
%
12. Type
of Reporting Person (See Instructions)
IN, HC
1. Names
of Reporting Persons.
Roger Richter
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
3. SEC
Use Only
4. Citizenship
or Place of Organization
U.S.A.
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
|
|
6. Shared Voting Power
0
|
|
7. Sole Dispositive Power
0
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|
8. Shared Dispositive Power
0
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9. Aggregate
Amount Beneficially Owned by Each Reporting Person
0
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
0
%
12. Type
of Reporting Person (See Instructions)
IN, HC
1. Names
of Reporting Persons.
Pacific Assets Management, LLC
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(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
0
|
|
6. Shared Voting Power
0
|
|
7. Sole Dispositive Power
0
|
|
8. Shared Dispositive Power
0
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
0
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
0
%
12. Type
of Reporting Person (See Instructions)
OO, IA
1. Names
of Reporting Persons.
Pacific Capital Management, Inc.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
3. SEC
Use Only
4. Citizenship
or Place of Organization
California
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
|
|
6. Shared Voting Power
0
|
|
7. Sole Dispositive Power
0
|
|
8. Shared Dispositive Power
0
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
0
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
0
%
12. Type
of Reporting Person (See Instructions)
CO, HC
Item
1.
(a) Name
of Issuer
Oracle Healthcare Acquisition Corp.
(b) Address
of Issuer's Principal Executive Offices
200 Greenwich Avenue,
3rd Floor,
Greenwich, CT 06830
Item
2.
(a) The
names of the persons filing this statement are:
Jonathan M. Glaser
JMG Capital Management, Inc. (“JMG Inc.”)
JMG Capital Management, LLC (“JMG LLC”)
Daniel Albert David
Roger Richter
Pacific Assets Management, LLC (“PAM”)
Pacific Capital Management, Inc. (“PCM“)
(collectively, the "Filers").
(b) The
principal business office of JMG Inc., JMG LLC and Mr. Glaser is:
11601 Wilshire Boulevard, Suite 2180, Los Angeles, CA 90025
The principal business office of PAM, PCM, Mr. David and Mr. Richter is:
100 Drakes Landing, Suite 207, Greenbrae, CA 94904
(c) For
citizenship of Filers, see Item 4 of the cover sheet for each Filer.
(d) This
statement relates to shares of common stock of the Issuer (the "Stock").
(e) The
CUSIP number of the Issuer is:
68402M102
Item
3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
(a) [
] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [
] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [
] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [
] Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
(e) [
] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). (As of
the date on the cover page, JMG LLC and PAM were investment advisers registered with the Securities and Exchange
Commission.)
(f) [
] An employee benefit plan or endowment fund in accordance with section
240.13d-1(b)(1)(ii)(F).
(g) [
] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G) (As to JMG Inc., PCM, Mr. Glaser, Mr. David and Mr. Richter).
(h) [
] A savings association as defined in section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813).
(i) [
] 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 (15 U.S.C. 80a-3).
(j) [
] A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J).
(k) [
] Group, in accordance with section 240.13d-1(b)(1)(ii)(K). (As to JMG Inc., PCM,
Mr. Glaser, Mr. David and Mr. Richter).
If filing as a
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution
_______________________________________________________________.
Item
4. Ownership.
See
Items 5-9 and 11 of the cover page for each Filer.
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 [ X ].
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
PAM
and JMG LLC are investment advisers whose clients have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Stock. No Client separately holds more than five percent
of the outstanding Stock. PAM is the investment adviser to an investment fund and PCM is a member of PAM. Mr.
Glaser, Mr. David and Mr. Richter are control persons of PCM and PAM. JMG LLC is the investment adviser and
general partner of an investment limited partnership and JMG Inc. is a member of JMG LLC. Mr. Glaser is the
control person of JMG Inc. and JMG LLC.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
The
Filers are filing this Schedule 13G jointly, but not as members of a group, and each of them expressly disclaims
membership in a group. Each Filer also disclaims beneficial ownership of the Stock except to the extent of that
Filer’s pecuniary interest therein.
Item
9. Notice of Dissolution of Group
Not
applicable.
Item
10. Certification:
By signing below I
certify that, to the best of my knowledge 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 that purpose or effect.
Exhibits
Joint Filing
Agreement, previously filed.
SIGNATURE
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.
Dated: February
13, 2009
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PACIFIC CAPITAL MANAGEMENT, INC.
By:
Jonathan M. Glaser, Vice President
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PACIFIC ASSETS MANAGEMENT, LLC
By:
Jonathan M. Glaser, Member Manager
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JMG CAPITAL MANAGEMENT, INC.
By:
Jonathan M. Glaser, President
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JMG CAPITAL MANAGEMENT, LLC
By:
Jonathan M. Glaser, Member Manager
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Jonathan M. Glaser
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Roger Richter
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Daniel Albert David
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Q:EDGAR
EasePlus6338-3 Pacific Capitaloracle 13goracle13g.rtf
