Health Grades (HGRD) SC 13D/A HEALTH GRADES / Mountain Acquisition ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities and  Exchange Act of 1934
(Amendment No. 1)

Health Grades, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

42218Q102

(CUSIP Number)

Mountain Acquisition Corp.

Steven Della Rocca

c/o Vestar Capital Partners V, L.P.

245 Park Avenue

41st Floor

New York, NY 10167

(212) 351-1600

Copies to:

Joshua Korff, Esq.

Michael Movsovich, Esq.

Kester Spindler, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 9, 2010

(Dates 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 Rule 13d-l(e), 13d-l(f) or 13d-l(g), check the following box. o

CUSIP No.   42218Q102 13D
	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Mountain Merger Sub Corp.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 3,924,039 (1)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,924,039 (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 12.9% (1)
	14.	Type of Reporting Person CO

(1) Beneficial ownership of the Common Stock of the Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. The above calculations are based on 28,242,223 shares of Common stock outstanding and 2,291,972 shares of Restricted Stock issued as of July 27, 2010 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D).

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CUSIP No.   42218Q102 13D
	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Mountain Acquisition Corp.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 3,924,039 (1)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,924,039 (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row (11) 12.9% (1)
	14.	Type of Reporting Person CO

(1) Beneficial ownership of the Common Stock of the Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.  The above calculations are based on 28,242,223 shares of Common stock outstanding and 2,291,972 shares of Restricted Stock issued as of July 27, 2010 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D).

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CUSIP No.   42218Q102 13D
	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Mountain Acquisition Holdings, LLC
	2.	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 3,924,039 (1)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,924,039 (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row (11) 12.9% (1)
	14.	Type of Reporting Person CO

(1) Beneficial ownership of the Common Stock of the Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.  The above calculations are based on 28,242,223 shares of Common stock outstanding and 2,291,972 shares of Restricted Stock issued as of July 27, 2010 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D).

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CUSIP No.   42218Q102 13D
	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Vestar Capital Partners V, L.P.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 3,924,039 (1)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,924,039 (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row (11) 12.9% (1)
	14.	Type of Reporting Person PN

(1) Beneficial ownership of the Common Stock of the Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.  The above calculations are based on 28,242,223 shares of Common stock outstanding and 2,291,972 shares of Restricted Stock issued as of July 27, 2010 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D).

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CUSIP No.   42218Q102 13D
	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Vestar Associates V, L.P.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization Scotland
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 3,924,039 (1)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,924,039 (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row (11) 12.9% (1)
	14.	Type of Reporting Person PN

(1) Beneficial ownership of the Common Stock of the Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.  The above calculations are based on 28,242,223 shares of Common stock outstanding and 2,291,972 shares of Restricted Stock issued as of July 27, 2010 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D).

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CUSIP No.   42218Q102 13D
	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Vestar Managers V, Ltd.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 3,924,039 (1)
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,924,039 (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row (11) 12.9% (1)
	14.	Type of Reporting Person CO

(1) Beneficial ownership of the Common Stock of the Issuer is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such Common Stock as a result of the relationships described under Item 2 and Item 3 and the matters described in Item 3, Item 4 and Item 5 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.  The above calculations are based on 28,242,223 shares of Common stock outstanding and 2,291,972 shares of Restricted Stock issued as of July 27, 2010 (as represented in the Merger Agreement discussed in Items 3 and 4 of this Schedule 13D).

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SCHEDULE 13D

This Amendment No. 1 to the Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the Securities Exchange Commission on August 6, 2010 (as amended, the “Schedule 13D”).

Item 3.  Source and Amount of Funds

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On August 9, 2010, Parent, Purchaser, Mountain Acquisition Holdings, LLC and Issuer amended Section 2.1(d)(i) of the Merger Agreement to provide that, subject to the terms and conditions of the Merger Agreement, as amended, and the Offer, the Offer will initially be scheduled to expire at 9:00 AM, New York City time on the date that is the later of (A) twenty (20) business days (for this purpose calculated in accordance with Rule 14d 1(g)(3) promulgated under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date the Offer is commenced (within the meaning of Rule 14d 2 promulgated under the Exchange Act), and (B) thirty-one (31) business days after the date of the issuance of the press release announcing the execution of the Merger Agreement.

Item 7.  Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit 4Amendment No. 1 to Agreement and Plan of Merger, by and among Mountain Acquisition Corp., Mountain Merger Sub Corp., Mountain Acquisition Holdings, LLC and Health Grades, Inc., dated August 10, 2010 (incorporated by reference to Exhibit 2.1 to Health Grades, Inc.’s Current Report on Form 8-K, filed August 9, 2010).

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

Date: August 9, 2010

MOUNTAIN MERGER SUB CORP.
By:	/s/ Steven Della Rocca
Name:	Steven Della Rocca
Title:	Secretary
MOUNTAIN ACQUISITION CORP.
By:	/s/ Steven Della Rocca
Name:	Steven Della Rocca
Title:	Secretary
MOUNTAIN ACQUISITION HOLDINGS, LLC
By:	/s/ Steven Della Rocca
Name:	Steven Della Rocca
Title:	Secretary
VESTAR CAPITAL PARTNERS V, L.P.
By: Vestar Associates V, L.P.,
its General Partner
By: Vestar Managers V Ltd.,
its General Partner
By:	/s/ Brian P. Schwartz
Name:	Brian P. Schwartz
Title:	Managing Director & Chief Financial Officer

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VESTAR ASSOCIATES V, L.P.
By: Vestar Managers V Ltd.,
its General Partner
By:	/s/ Brian P. Schwartz
Name:	Brian P. Schwartz
Title:	Managing Director & Chief Financial Officer
VESTAR MANAGERS V LTD.
By:	/s/ Brian P. Schwartz
Name:	Brian P. Schwartz
Title:	Managing Director & Chief Financial Officer

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