sc13da207911002_02112010.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

Metropolitan Health Networks, Inc.
(Name of Issuer)

Common Stock, $.001 par value
(Title of Class of Securities)

592142103
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 11, 2010
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 disclosures provided in a prior cover page.

The information required on 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 (“Act”) 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. 592142103
 
1
NAME OF REPORTING PERSON
 
NORMAN H. PESSIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,277,334
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,277,334
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,277,334
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.4%
14
TYPE OF REPORTING PERSON
 
IN

2
CUSIP NO. 592142103
 
1
NAME OF REPORTING PERSON
 
SANDRA F. PESSIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
950,310
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
950,310
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
950,310
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.2%
14
TYPE OF REPORTING PERSON
 
IN

3
CUSIP NO. 592142103

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
 
Item 1.
Security and Issuer.
 
Item 1 is hereby amended and restated to read as follows:
 
This statement relates to shares of the Common Stock, $.001 par value per share (the “Shares”), of Metropolitan Health Networks, Inc. (the “Issuer”).  The address of the principal executive offices of the Issuer is 250 Australian Avenue South, Suite 400, West Palm Beach, Florida 33401.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended and restated to read as follows:
 
(a)           This statement is filed by Norman H. Pessin and Sandra F. Pessin.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
 
(b)           The principal business address of each of the Reporting Persons is 366 Madison Avenue, 14th Floor, New York, New York 10017.
 
(c)           Norman H. Pessin is an investor.  Sandra F. Pessin is a housewife.
 
(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Each of the Reporting Persons is a citizen of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 2,277,334 Shares owned directly by Norman H. Pessin is approximately $2,242,685, including brokerage commissions.  The Shares owned directly by Norman H. Pessin were acquired with personal funds.
 
The aggregate purchase price of the 950,310 Shares owned directly by Sandra F. Pessin is approximately $989,936, including brokerage commissions.  The Shares owned directly by Sandra F. Pessin were acquired with personal funds.
 
4
CUSIP NO. 592142103
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On February 11, 2010, Norman H. Pessin delivered a letter to the Chairman of the Board of the Issuer expressing Mr. Pessin’s view that the Board of Directors of the Issuer should be reconstituted on a voluntary basis and that the Issuer should explore strategic alternatives.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis and engage in discussions with management and the Board of Directors of the Issuer concerning the business, operations and future plans of the Issuer.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to their Shares or changing their intention with respect to any and all matters referred to in Item 4.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 42,349,591 Shares outstanding, which is the total number of Shares outstanding as of October 30, 2009 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2009.
 
As of the close of business on February 12, 2010, Norman H. Pessin owned directly 2,277,334 Shares, constituting approximately 5.4% of the Shares outstanding.
 
As of the close of business on February 12, 2010, Sandra F. Pessin owned directly 950,310 Shares, constituting approximately 2.2% of the Shares outstanding.
 
(b)           Norman H. Pessin has sole voting and dispositive power with respect to the Shares he owns directly.
 
Sandra F. Pessin has sole voting and dispositive power with respect to the Shares she owns directly.
 
(c)           Not applicable.
 
(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares,
 
(e)           Not applicable.
 
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CUSIP NO. 592142103
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended and restated to read as follows:
 
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments thereto.  Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
99.1           Joint Filing Agreement by and between Norman H. Pessin and Sandra F. Pessin.
 
6
CUSIP NO. 592142103
 
SIGNATURES

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

Dated:  February 16, 2010
/s/ Norman H. Pessin
 
NORMAN H. PESSIN
 

 
/s/ Sandra F. Pessin
 
SANDRA F. PESSIN

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