SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Woodside Capital Management, LLC (Last) (First) (Middle) 25 MALL ROAD (Street) BURLINGTON MA 01803 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/30/2007	3. Issuer Name and Ticker or Trading Symbol National Investment Managers Inc. [ NIVM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrant (right to buy)	11/30/2007	11/30/2017	Common Stock	1,566,346	0.5	I	By Woodside Capital Partners IV QP, LLC ( 1 )
Common Stock Warrant (right to buy)	11/30/2007	11/30/2017	Common Stock	1,044,230	1	I	By Woodside Capital Partners IV QP, LLC ( 1 )
Common Stock Warrant (right to buy)	11/30/2007	11/30/2017	Common Stock	522,115	1.5	I	By Woodside Capital Partners IV QP, LLC ( 1 )
Common Stock Warrant (right to buy)	11/30/2007	11/30/2017	Common Stock	870,033	1	I	By Woodside Capital Partners IV, LLC ( 2 )
Common Stock Warrant (right to buy)	11/30/2007	11/30/2017	Common Stock	1,305,049	0.5	I	By Woodside Capital Partners IV, LLC ( 2 )
Common Stock Warrant (right to buy)	11/30/2007	11/30/2017	Common Stock	435,016	1.5	I	By Woodside Capital Partners IV, LLC ( 2 )
Phantom Stock	11/30/2007	11/30/2017	Common Stock	( 3 )	( 3 )	I	By Woodside Capital Partners IV QP, LLC and By Woodside Capital Partners IV, LLC
Phantom Stock	11/30/2007	11/30/2017	Common Stock	( 4 )	( 4 )	I	By Woodside Capital Partners IV QP, LLC and By Woodside Capital Partners IV, LLC

1. Name and Address of Reporting Person* Woodside Capital Management, LLC (Last) (First) (Middle) 25 MALL ROAD (Street) BURLINGTON MA 01803 (City) (State) (Zip)

1. Name and Address of Reporting Person* Woodside Opportunity Partners, LLC (Last) (First) (Middle) 25 MALL ROAD (Street) BURLINGTON MA 01803 (City) (State) (Zip)

1. Name and Address of Reporting Person* Woodside Capital Partners IV LLC (Last) (First) (Middle) 36 WOODLAND ST (Street) HARTFORD CT 06105 (City) (State) (Zip)

1. Name and Address of Reporting Person* WOODSIDE CAPITAL PARTNERS IV QP LLC (Last) (First) (Middle) 36 WOODLAND STREET (Street) HARTFORD CT 06105 (City) (State) (Zip)

Explanation of Responses:

1. The warrant is owned by Woodside Capital Partners IV QP, LLC ("WCPQP"), which is under common control with Woodside Capital Partners IV, LLC ("WCP"). Woodside Opportunity Partners, LLC ("WOP") and Woodside Capital Management, LLC ("WCM") are the managing partners of WCP and WCPQP. WCP, WOP and WCM disclaim beneficial ownership of this warrant, except to the extent of its pecuniary interest therein.

2. The warrant is owned by WCP, which is under common control with WCPQP. WOP and WCM are the managing partners of WCP and WCPQP. WCPQP, WOP and WCM disclaim beneficial ownership of this warrant, except to the extent of its pecuniary interest therein.

3. The reporting person is entitled to a fee (the "Fee") pursuant that certain Fee Agreement by and between the Issuer, WCP, WCPQP and Lehman Brothers Commercial Bank dated November 30, 2007. The Fee is based upon the WCP's and WCPQV's ownership in the Issuer and the per share price of the Issuer's common stock. WOP and WCM disclaim beneficial ownership of the phantom stock, except to the extent of its pecuniary interest therein.

4. The reporting person is entitled to a contingent interest payment (the "CIP Payment") pursuant to that certain Contingent Interest Payment Agreement by and between the Issuer, WCP, WCPQP and Lehman Brothers Commercial Bank dated November 30, 2007. The CIP Payment is equal to 5% of the Issuer's equity value which is payable on the 90th day following receipt of a notice from WCP and WCPQV and an additional payment equal to 1.5% of the Issuer's equity value is payable on the end of each calendar quarter thereafter. The aggregate CIP Payment may not exceed 15% of the Issuer's equity value. WOP and WCM disclaim beneficial ownership of the phantom stock, except to the extent of its pecuniary interest therein.

	/s/ Woodside Capital partners IV, LLC, by Woodside Opportunity Partners, LLC, its Manager, by Woodside Capital Management, LLC, its Manager, by Michael J. Niland, CFO	12/10/2007
	/s/ Woodside Capital Partners IV QP, LLC, by Woodside Opportunity Partners, LLC, its Manager, by Woodside Capital Management, LLC, its Manager, by Michael J. Niland, CFO	12/10/2007
	/s/ Woodside Opportunity Partners, LLC, by Michael J. Niland, CFO	12/10/2007
	/s/ Woodside Capital Management, LLC, by Michael J. Niland, CFO	12/10/2007
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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