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Introductory Note

This amendment No. 3 (this “Amendment No. 3”) relates to the common stock, par value $0.01 each (the “Common Stock”), issued by Alliance HealthCare Services, Inc. , a Delaware corporation (the “Issuer”).  This Amendment No. 3 is being filed jointly by (i) Tahoe Investment Group Co., Ltd., (formerly known as Fujian Thai Hot Investment Co., Ltd., “Tahoe”), (ii) THAIHOT Investment (Hong Kong) Company Limited (“THAIHOT HK”), (iii) THAIHOT Investment Company Limited (“THAIHOT Cayman”) and (iv) Mr. Qisen Huang (“Mr. Huang”, together with Tahoe, THAIHOT HK and THAIHOT Cayman, the “Reporting Persons”) pursuant to their Joint Filing Agreement attached as Exhibit 8 to the Amendment No. 2 to Schedule 13D filed on April 11, 2017 (“Amendment No. 2”).

This Amendment No. 3 amends and supplements the statement on the Schedule 13D filed on April 8, 2016, as amended by the Amendment No. 1 filed on December 13, 2016 and the Amendment No. 2 (collectively, the “Schedule 13D”) on behalf of the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”).  Except as provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D.  Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

On August 15, 2017, at the 2017 Annual Meeting of Stockholders of the Issuer, the stockholders of the Issuer voted in favor of the proposal to approve the Agreement and Plan of Merger, dated as of April 10, 2017 (the “Merger Agreement”), by and among the Issuer, Tahoe, THAIHOT Cayman, THAIHOT Investment Company US Limited, a Delaware corporation and indirect wholly owned subsidiary of Tahoe (“Parent”), and Alliance Healthcare Services Merger Sub Limited, a Delaware corporation and wholly owned subsidiary of Parent (“Sub” and, together with Tahoe, THAIHOT Cayman and Parent, the “Purchaser Parties”), pursuant to which Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the “Merger”).

Pursuant to the Rollover and Support Agreement (the “Support Agreement”) entered into by and among Tahoe, Mr. Huang, THAIHOT Cayman, Parent and the Issuer, THAIHOT Cayman has contributed 5,537,945 shares of Common Stock of the Issuer owned by THAIHOT Cayman (the “Rollover Shares”) to Parent in exchange for newly issued shares of Parent and received no consideration for the cancellation of the Rollover Shares in accordance with the Merger Agreement. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Support Agreement, a copy of which is filed as Exhibit 10 to the Schedule 13 D and is incorporated herein by reference in its entirety.

On August 21, 2017, the Issuer filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which the Merger became effective. As of the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Common Stock, other than shares owned by the Issuer as treasury stock, shares beneficially owned by the Purchaser Parties or any of their affiliates, and shares owned by holders of Common Stock who shall neither have voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected, and not effectively withdrawn or lost, their statutory appraisal rights under Delaware law, was converted into the right to receive US$13.25 in cash per share, without interest and subject to any withholding taxes. By virtue of the Merger, at the Effective Time, each share of Common Stock owned by the Issuer as treasury stock and all shares of Common Stock of the Issuer beneficially owned by the Reporting Persons immediately prior to the Effective Time (including the Rollover Shares) were cancelled without payment of any consideration.

As a result of the transactions described above, the Reporting Persons no longer beneficially own any shares of Common Stock of the Issuer.

Upon the consummation of the Merger, the Issuer became a wholly owned subsidiary of Parent and the separate corporate existence of Merger Sub ceased. As a result of the Merger, the Common Stock ceased to be traded on the NASDAQ Global Select Market (“NASDAQ”) prior to the open of trading on August 21, 2017 and became eligible for delisting from the NASDAQ and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act.

The foregoing description of the Merger does not purport to be complete, and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 9 to the Schedule 13 D and is incorporated herein by reference in its entirety

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(b) As of the date hereof, the Reporting Persons do not beneficially own any shares of Common Stock or have any voting power or dispositive power over any shares of Common Stock.

(c) The second paragraph in item 4 of this Amendment No. 3 is incorporated herein by reference and is qualified in its entirety by reference to the Support Agreement. Except as described herein, none of the Reporting Persons, and to the best of their respective knowledge, none of their respective executive officers, directors or general partners has effected any transaction involving the Issuer ’s Common Stock during the last 60 days from the date hereof.

(d) Not applicable.

(e) August 21, 2017

 

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: August 22, 2017