SEC Form 4
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*
ACT-DE LLC

(Last) (First) (Middle)
C/O H.I.G. CAPITAL L.L.C.
855 BOYLSTON STREET, 11TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Encompass Group Affiliates, Inc [ ECGA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Series E Preferred Stock, par value $.01 per share 08/01/2008 P 840 A $4,166.66 840 D
Series E Preferred Stock, par value $.01 per share 08/01/2008 P 840 A $4,166.66 840 I See footnotes ( 1 ) ( 2 ) ( 3 )
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ACT-DE LLC

(Last) (First) (Middle)
C/O H.I.G. CAPITAL L.L.C.
855 BOYLSTON STREET, 11TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
H.I.G. - ACT, LTD.

(Last) (First) (Middle)
PO BOX 309
UGLAND HOUSE, SOUTH CHURCH STREET

(Street)
GEORGETOWN E9

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HIG INVESTMENT GROUP III LP

(Last) (First) (Middle)
PO BOX 309
UGLAND HOUSE, SOUTH CHURCH STREET

(Street)
GEORGETOWN E9

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HIG CAPITAL PARTNERS III LP

(Last) (First) (Middle)
855 BOYLSTON STREET
11TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
H.I.G. Associates III, L.P.

(Last) (First) (Middle)
PO BOX 309
UGLAND HOUSE, SOUTH CHURCH STREET

(Street)
GEORGETOWN E9

(City) (State) (Zip)
1. Name and Address of Reporting Person*
H.I.G. Advisors III, L.L.C.

(Last) (First) (Middle)
855 BOYLSTON STREET
11TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HIG GP II INC

(Last) (First) (Middle)
855 BOYLSTON STREET
11TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TAMER ANTHONY

(Last) (First) (Middle)
855 BOYLSTON STREET
11TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MNAYMNEH SAMI W

(Last) (First) (Middle)
855 BOYLSTON STREET
11TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. H.I.G.-ACT, Ltd., a Cayman Islands corporation is the sole member of ACT-DE, LLC ("ACT LLC"), and as such, may be deemed to beneficially own the Shares. H.I.G. Capital Partners III, L.P., a Delaware limited partnership, is a shareholder of H.I.G.-ACT, Ltd., and as such, may be deemed to beneficially own the Shares. H.I.G. Advisors III, L.L.C.,a Delaware limited liability company, is the general partner of H.I.G. Capital Partners III, L.P., and as such, may be deemed to beneficially own the Shares. H.I.G. Investment Group III,L.P., a Cayman Islands limited partnership, is a shareholder of H.I.G.-ACT, Ltd., and as such, may be deemed to beneficially own the Shares.
2. H.I.G. Associates III, L.P., a Cayman Islands limited partnership, is the general partner of H.I.G. Investment Group III, L.P., and as such, may be deemed to beneficially own the Shares. H.I.G.- GP II, Inc., a Delaware corporation, is the manager of H.I.G. Advisors III, L.L.C. and the general partner of H.I.G. Associates III, L.P., and as such, may be deemed to beneficially own the Shares. Messrs. Mnaymneh and Tamer, are each Co-Presidents of H.I.G.-GPII, Inc., and as such, each may be deemed to beneficially own the Shares.
3. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons, other than ACT LLC, herein states that this filing shall not be deemed to be an admission that it is a beneficial owner of any Shares covered by this Initial Statement of Beneficial Ownership of Securities on Form 3. Each of the Reporting Persons other than ACT LLC disclaim beneficial ownership of the Shares, except to the extent of its or his pecuniary interest in the Shares.
Richard Siegel, Authorized Signatory 08/05/2008
Richard Siegel, Authorized Signatory 08/05/2008
Richard Siegel, Authorized Signatory 08/05/2008
Richard Siegel, Authorized Signatory 08/05/2008
Richard Siegel, Authorized Signatory 08/05/2008
Richard Siegel, Authorized Signatory 08/05/2008
Richard Siegel, Authorized Signatory 08/05/2008
Anthony Tamer 08/05/2008
Sami Mnaymneh 08/05/2008
** 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).
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