Brookfield Oaktree Holdings, LLC — Director's Dealing 2010

Sep 1, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Alliance HealthCare Services, Inc (AIQ)
CIK: 0000817135
Period of Report: 2010-08-30

Reporting Person: OCM Principal Opportunities Fund IV, LP (10% Owner)
Reporting Person: OCM Principal Opportunities Fund IV GP, LP (10% Owner)
Reporting Person: OCM Principal Opportunities Fund IV GP LTD (10% Owner)
Reporting Person: OAKTREE FUND GP I, L.P. (10% Owner)
Reporting Person: Oaktree Capital I, L.P. (10% Owner)
Reporting Person: OCM HOLDINGS I, LLC (10% Owner)
Reporting Person: OAKTREE HOLDINGS, LLC (10% Owner)
Reporting Person: Oaktree Capital Group, LLC (10% Owner)
Reporting Person: Oaktree Capital Group Holdings, L.P. (10% Owner)
Reporting Person: Oaktree Capital Group Holdings GP, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-30	Common Stock	S	21580	$3.88	Disposed	1693460	Indirect
2010-08-30	Common Stock	P	14387	$3.88	Acquired	338740	Indirect
2010-08-30	Common Stock	P	7193	$3.88	Acquired	169369	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22892988	Direct
Common Stock	1120160	Indirect

Footnotes

F1: MTS Health Investors II, L.P. ("MTS") sold 14,387 shares of common stock (the "Common Stock") of Alliance HealthCare Services, Inc. (the "Issuer") to Alliance-MTS Co-Investors I, LLC ("MTS I") and 7,193 shares of Common Stock to Alliance-MTS Co-Investors II, LLC ("MTS II") in private transactions at a sale price of $3.88 per share.

F2: The parties directly owning the shares reported on this form are parties to a Stockholders' Agreement, dated April 16, 2007, which provides for certain terms regarding voting and disposal of the shares of the Issuer owned by the parties. By virtue of this agreement, each of the parties to the agreement may be considered beneficially owners of all these securities as members of a "group" as defined under Rule 13d-5 of the Securities Exchange Act of 1934.

F3: OCM Principal Opportunities Fund IV, L.P. ("Oaktree Fund") and Alliance-Oaktree Co-Investors, LLC ("OCM LLC") disclaim beneficial ownership of the securities reported herein as directly owned by MTS, MTS I, or MTS II and MTS, MTS I, and MTS II disclaim beneficial ownership of the securities reported herein as directly owned by Oaktree Fund or OCM LLC. The inclusion of these securities in this report shall not be deemed to be an admission that any of the reporting persons have beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

F4: Each Reporting Person disclaims beneficial ownership of all Common Stock reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any Common Stock covered by this Form 4.

F5: Oaktree Capital Group Holdings GP, LLC ("OCGH GP") is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer and Kevin L. Clayton (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the Common Stock reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the Common Stock reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any Common Stock covered by this Form 4.

F6: These securities are owned by MTS. MTS Health Investors II GP, LLC ("MTS GP") is the general partner of MTS. MTS Health Investors II GP Holdings, LLC is the Class A member of MTS GP. Each may be deemed to beneficially own these shares because they have discretionary authority and control over all of the assets of MTS pursuant to a partnership agreement for MTS.

F7: These securities are owned by MTS I. MTS GP is the managing member of MTS I. MTS GP and its affiliates may be deemed to beneficially own these shares because they have discretionary authority and control over all of the assets of MTS I pursuant to the Limited Liability Company Agreement of MTS I.

F8: These securities are owned by MTS II. MTS GP is the managing member of MTS II. MTS GP and its affiliates may be deemed to beneficially own these shares because they have discretionary authority and control over all of the assets of MTS II pursuant to the Limited Liability Company Agreement of MTS II.

F9: Oaktree Fund directly owns 22,892,988 shares of Common Stock. This Form 4 is also being filed by: (i) OCM Principal Opportunities Fund IV GP, L.P. ("Fund GP"), in its capacity as the general partner of Oaktree Fund and, therefore, has investment and voting control over the Common Stock held by the Oaktree Fund; (ii) OCM Principal Opportunities Fund IV GP Ltd. ("Fund GP Ltd."), in its capacity as the general partner of Fund GP; (iii) Oaktree Fund GP I, L.P. ("GP I"), in its capacity as the sole shareholder of Fund GP Ltd.; (iv) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of GP I; (v) OCM Holdings I, LLC ("Holdings I"), in its capacity as the general partner of Capital I;

F10: (vi) Oaktree Holdings, LLC ("Holdings"), in its capacity as the managing member of Holdings I; (vii) Oaktree Capital Group, LLC ("OCG"), in its capacity as the managing member of Holdings; (viii) Oaktree Capital Group Holdings, L.P. ("OCGH"), in its capacity as the holder of a majority of the voting units of OCG; and (ix) OCGH GP (together with Oaktree Fund, Fund GP, Fund GP Ltd., GP I, Capital I, Holdings I, Holdings, OCG and OCGH, each a "Reporting Person" and collectively, the "Reporting Persons"). Information with respect to each of the Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

F11: These securities are directly owned by OCM LLC. The managing member of OCM LLC is Fund GP. Fund GP and its affiliates may be deemed to beneficially own these shares because they have discretionary authority and control over all of the assets of OCM LLC pursuant to the Limited Liability Company Agreement of OCM LLC.