Form 4 Jett Charles A JR For: Apr 02 (10K)

FORM 4

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Jett Charles A JR

(Last)

(First)

(Middle)

1200 CORPORATE DRIVE, SUITE 200

(Street)

BIRMINGHAM

35242

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMAGEON INC [EMAG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
COMMON STOCK	04/02/2009		D		64,620	D	⁽¹⁾	0	D

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 4.7

04/02/2009

148,187

⁽²⁾

07/01/2010

Common Stock

148,187

⁽²⁾

Employee Stock Option (Right to Buy)

$ 4.7

04/02/2009

57,152

⁽²⁾

10/30/2010

Common Stock

57,152

⁽²⁾

Employee Stock Option (Right to Buy)

$ 1.73

04/02/2009

78,000

⁽²⁾

12/14/2011

Common Stock

78,000

⁽²⁾

Employee Stock Option (Right to Buy)

$ 4.7

04/02/2009

9,538

⁽²⁾

01/28/2013

Common Stock

9,538

⁽²⁾

Employee Stock Option (Right to Buy)

$ 5.52

04/02/2009

54,483

⁽²⁾

02/11/2014

Common Stock

54,483

⁽²⁾

Employee Stock Option (Right to Buy)

$ 7.17

04/02/2009

61,641

⁽²⁾

01/07/2015

Common Stock

61,641

⁽²⁾

Employee Stock Option (Right to Buy)

$ 12.72

04/02/2009

100,000

⁽²⁾

11/01/2015

Common Stock

100,000

⁽²⁾

Employee Stock Option (Right to Buy)

$ 16.56

04/02/2009

89,562

⁽²⁾

04/03/2016

Common Stock

89,562

⁽²⁾

Employee Stock Option (Right to Buy)

$ 12.46

04/02/2009

76,331

⁽²⁾

02/25/2017

Common Stock

76,331

⁽²⁾

Employee Stock Option (Right to Buy)

$ 2.52

04/02/2009

72,558

⁽²⁾

02/22/2018

Common Stock

72,558

⁽²⁾

Restricted Stock Unit

$ 0

04/02/2009

10,622

⁽³⁾

04/03/2016

Common Stock

10,622

⁽³⁾

Restricted Stock Unit

$ 0

04/02/2009

25,000

⁽³⁾

02/22/2018

Common Stock

25,000

⁽³⁾

Explanation of Responses:

1. Acquired by AMICAS Acquisition Corp. ("Purchaser") upon the expiration of its offer to purchase all outstanding shares of the issuer's common stock at a cash purchase price per share of $1.82 pursuant to the Agreement and Plan of Merger, dated as of February 23, 2009, by and among Emageon Inc., AMICAS, Inc. and Purchaser, a wholly owned subsidiary of AMICAS, Inc. (the "Merger Agreement").

2. Disposed of pursuant to the Merger Agreement whereby each option to purchase shares of the issuer's common stock was cancelled and converted automatically into the right to receive a cash payment equal to the excess, if any, of $1.82 over the applicable option exercise price.

3. Disposed of pursuant to the Merger Agreement whereby each restricted stock unit award with respect to the issuer's common stock was cancelled and converted automatically into the right to receive a cash payment equal to the merger consideration of $1.82 multiplied by the maximum number of shares subject to such award plus accrued dividend equivalents.

	/s/ W. Todd Carlisle Attorney-in-Fact for Charles A. Jett, Jr.	04/03/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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