RadNet, Inc. — Major Shareholding Notification 2010

Feb 12, 2010

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 2) *

RadNet, Inc.

(Name of Issuer)

Common Stock, par value $.01

(Title of Class of Securities)

750491102

(CUSIP Number)

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:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

(Page 1 of 12 Pages)

---

• 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 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).

CUSIP No. 750491102 13G Page 2 of 12 Pages

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield
Capital, L.P. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ý |
| 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 1,378,616 |
| | 7. | SOLE
DISPOSITIVE VOTING POWER 0 |
| | 8. | SHARED
DISPOSITIVE VOTING POWER 1,378,616 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,378,616 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.81% | |
| 12. | TYPE
OF REPORTING PERSON* PN | |

CUSIP No. 750491102 13G Page 3 of 12 Pages

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield
Partners, L.P. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ý |
| 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 737,152 |
| | 7. | SOLE
DISPOSITIVE VOTING POWER 0 |
| | 8. | SHARED
DISPOSITIVE VOTING POWER 737,152 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 737,152 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.04% | |
| 12. | TYPE
OF REPORTING PERSON* PN | |

CUSIP No. 750491102 13G Page 4 of 12 Pages

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield
Special Situations Fund,
L.P. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ý |
| 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 641,464 |
| | 7. | SOLE
DISPOSITIVE VOTING POWER 0 |
| | 8. | SHARED
DISPOSITIVE VOTING POWER 641,464 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 641,464 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.77% | |
| 12. | TYPE
OF REPORTING PERSON* PN | |

CUSIP No. 750491102 13G Page 5 of 12 Pages

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield
Management Company, L.P. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ý |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION New
York | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 2,165,384 |
| | 7. | SOLE
DISPOSITIVE VOTING POWER 0 |
| | 8. | SHARED
DISPOSITIVE VOTING POWER 2,165,384 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,165,384 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.98% | |
| 12. | TYPE
OF REPORTING PERSON* PN | |

CUSIP No. 750491102 13G Page 6 of 12 Pages

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield
International
Limited | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ý |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION British
Virgin Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,034,848 |
| | 7. | SOLE
DISPOSITIVE VOTING POWER 0 |
| | 8. | SHARED
DISPOSITIVE VOTING POWER 1,034,848 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,034,848 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.86% | |
| 12. | TYPE
OF REPORTING PERSON* CO | |

CUSIP No. 750491102 13G Page 7 of 12 Pages

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield
Special Situations Fund International
Limited | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ý |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION British
Virgin Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,130,536 |
| | 7. | SOLE
DISPOSITIVE VOTING POWER 0 |
| | 8. | SHARED
DISPOSITIVE VOTING POWER 1,130,536 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,130,536 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.12% | |
| 12. | TYPE
OF REPORTING PERSON* CO | |

CUSIP No. 750491102 13G Page 8 of 12 Pages

| 1. | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James
E. Flynn | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) ý |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 3,544,000 |
| | 7. | SOLE
DISPOSITIVE VOTING POWER 0 |
| | 8. | SHARED
DISPOSITIVE VOTING POWER 3,544,000 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,544,000 | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.79% | |
| 12. | TYPE
OF REPORTING PERSON* IN | |

CUSIP No. 750491102 13G Page 9 of 12 Pages

Item 1(a).	Name of Issuer:
	RadNet,
Inc.
Item 1(b).	Address of Issuer's
Principal Executive Offices:
	5966
La Place Court Carlsbad,
California 92008
Item 2(a).	Name
of Person Filing:
	James
E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P., Deerfield
Special Situations Fund, L.P., Deerfield Management Company,
L.P., Deerfield International Limited, Deerfield Special Situations
Fund International Limited
Item 2(b).	Address of Principal
Business Office, or if None, Residence:
	Address
of Principal Business Office, or if None, Residence: James
E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P. Deerfield
Special Situations Fund, L.P., Deerfield Management Company,
L.P., 780 Third Avenue, 37th Floor, New York, NY 10017 Deerfield
International Limited, Deerfield Special Situations International
Limited c/o Bisys Management, Bison
Court, Columbus Centre, P.O. Box 3460, Road Town, Tortola,
British Virgin Islands
Item 2(c).	Citizenship:
	Mr.
Flynn - United States citizen Deerfield
Capital, L.P., Deerfield Partners, L.P. and Deerfield Special
Situations Fund, L.P. - Delaware limited partnerships Deerfield
Management Company, L.P. - New York limited partnership Deerfield
International Limited and Deerfield Special Situations International
Limited - British Virgin Islands
corporations
Item 2(d).	Title of Class of
Securities:
	Common
Stock, par value $.01
Item 2(e).	CUSIP Number:
	750491102
Item 3.	If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is
a:

| (a) | o | Broker or dealer
registered under Section 15 of the Exchange Act. |
| --- | --- | --- |
| (b) | o | Bank as defined in
Section 3(a)(6) of the Exchange Act. |
| (c) | o | Insurance company as
defined in Section 3(a)(19) of the Exchange Act. |
| (d) | o | Investment company
registered under Section 8 of the Investment Company
Act. |
| (e) | o | An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit
plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F); |

(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

CUSIP No. 750491102 13G Page 10 of 12 Pages

(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

| (i) | o | A church plan that
is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company
Act; |
| --- | --- | --- |
| (j) | o | Group, in accordance
with Rule 13d-1(b)(1)(ii)(J). |

ITEM 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) | Amount beneficially
owned: |
| --- | --- |
| | Deerfield
Capital, L.P. – 1,378,616 shares Deerfield
Partners, L.P. – 737,152 shares Deerfield
Special Situations Fund, L.P. – 641,464 shares Deerfield
Management Company, L.P. – 2,165,384 shares Deerfield
International Limited – 1,034,848 shares Deerfield
Special Situations International Limited – 1,130,536 shares James
E. Flynn – 3,544,000 shares. |
| (b) | Percent of class: |
| | Deerfield
Capital, L.P. - 3.81% Deerfield
Partners, L.P. - 2.04% Deerfield
Special Situations Fund, L.P. - 1.77% Deerfield
Management Company, L.P. - 5.98% Deerfield
International Limited - 2.86% Deerfield
Special Situations International Limited - 3.12% James
E. Flynn -
9.79% |

(c) — (i)	Sole power to vote or to direct the vote	0
(ii)	Shared power to
vote or to direct the vote	Deerfield
Capital, L.P.
– 1,378,616 Deerfield
Partners, L.P.
- 737,152 Deerfield
Special Situations
Fund, L.P.
- 641,464 Deerfield Management
Company, L.P.
- 2,165,384 Deerfield International Limited
- 1,034,848 Deerfield
Special Situations
Fund International Limited
- 1,130,536 James
E. Flynn - 3,544,000.
(iii)	Sole power to dispose or to direct the disposition
of	0
(iv)	Shared power to
dispose or to direct the disposition
of	Deerfield
Capital, L.P.
– 1,378,616 Deerfield
Partners, L.P.
- 737,152 Deerfield
Special Situations
Fund, L.P.
- 641,464 Deerfield Management
Company, L.P.
- 2,165,384 Deerfield International Limited
- 1,034,848 Deerfield
Special Situations
Fund International Limited
- 1,130,536 James
E. Flynn - 3,544,000.

CUSIP No. 750491102 13G Page 11 of 12 Pages

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 o .

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

N/A

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

N/A

ITEM 8. Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.

See Exhibit B

ITEM 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

N/A

ITEM 10. Certifications.

"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 such purpose or effect."

CUSIP No. 750491102 13G Page 12 of 12 Pages

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.

| DEERFIELD
CAPITAL, L.P. | |
| --- | --- |
| By: | J.E.
Flynn Capital LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Authorized Signatory |
| DEERFIELD
PARTNERS, L.P. | |
| By: | Deerfield
Capital, L.P. |
| By: | J.E.
Flynn Capital LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Authorized Signatory |

| DEERFIELD
SPECIAL SITUATIONS FUND, L.P. | |
| --- | --- |
| By: | Deerfield
Capital, L.P. |
| By: | J.E.
Flynn Capital LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Authorized Signatory |

| DEERFIELD
MANAGEMENT COMPANY, L.P. | |
| --- | --- |
| By: | Flynn
Management LLC General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Authorized Signatory |

| DEERFIELD
INTERNATIONAL LIMITED | |
| --- | --- |
| By: | Deerfield
Management Company |
| By: | Flynn
Management LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Authorized Signatory |

| DEERFIELD
SPECIAL SITUATIONS FUND INTERNATIONAL
LIMITED | |
| --- | --- |
| By: | Deerfield
Management Company |
| By: | Flynn
Management LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Authorized Signatory |

| JAMES
E. FLYNN |
| --- |
| /s/
Darren Levine |
| Darren
Levine, Authorized Signatory |

Date: February 12, 2010

Exhibit List

Exhibit A. Joint Filing Agreement.

Exhibit B. Item 8 Statement.

Exhibit C.(1) Power of Attorney.

(1) Previously filed as Exhibit 24 to a Form 4 with regard to PAR Pharmaceutical Companies, Inc. filed with the Commission on February 1, 2007 by Deerfield Capital L.P.; Deerfield Partners, L.P.; Deerfield Management Company, L.P.; Deerfield International Limited; Deerfield Special Situations Fund, L.P.; Deerfield Special Situations Fund International Limited; and James E. Flynn.

Exhibit A

Agreement

The undersigned agree that this Schedule 13G dated January 25, 2006 relating to the Common Stock of RadNet, Inc. shall be filed on behalf of the undersigned.

| DEERFIELD
CAPITAL, L.P. | |
| --- | --- |
| By: | J.E.
Flynn Capital LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Authorized Signatory |
| DEERFIELD
PARTNERS, L.P. | |
| By: | Deerfield
Capital, L.P. |
| By: | J.E.
Flynn Capital LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Authorized Signatory |

| DEERFIELD
SPECIAL SITUATIONS FUND, L.P. | |
| --- | --- |
| By: | Deerfield
Capital, L.P. |
| By: | J.E.
Flynn Capital LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Authorized Signatory |

| DEERFIELD
MANAGEMENT COMPANY | |
| --- | --- |
| By: | Flynn
Management LLC General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Authorized Signatory |

| DEERFIELD
INTERNATIONAL LIMITED | |
| --- | --- |
| By: | Deerfield
Management Company |
| By: | Flynn
Management LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Authorized Signatory |

| DEERFIELD
SPECIAL SITUATIONS FUND INTERNATIONAL
LIMITED | |
| --- | --- |
| By: | Deerfield
Management Company |
| By: | Flynn
Management LLC, General
Partner |
| By: | /s/
Darren Levine |
| | Darren
Levine, Authorized Signatory |

| JAMES
E. FLYNN |
| --- |
| /s/
Darren Levine |
| Darren
Levine, Attorney-In-Fact |

Exhibit B

Due to the relationships between them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.