Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

(Date of Event Which Requires Filing of this Statement)

 

 

SCHEDULE 13D

CUSIP No.		78464W104

CUSIP No.		78464W104

CUSIP No.		78464W104

*NOTE: Henry Investment Trust, L.P. is the sole general partner of each of Henry Partners, L.P. and Matthew Partners, L.P. See Item 2 of this Schedule 13D.

CUSIP No.		78464W104

*NOTE: David W. Wright is the President of Canine Partners, LLC, which is the sole general partner of Henry Investment Trust, L.P. Henry Investment Trust, L.P. is the sole general partner of each of Henry Partners, L.P. and Matthew Partners, L.P.

Item 1.		Security and Issuer.

     This statement relates to shares of the common stock, $.001 par value per share (the “Shares”), of SRI/Surgical Express, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 12425 Race Track Road, Tampa, Florida 33626.

Item 2.		Identity and Background.

     (a) - (c)

     This Statement is filed by Henry Partners, L.P. (“Henry”), Matthew Partners, L.P. (“Matthew”), Henry Investment Trust, L.P. (“HIT”) and David W. Wright. Henry and Matthew are private investment funds. HIT is the sole General Partner of each of Henry and Matthew. Mr. Wright is the investment manager of each of Henry and Matthew and is the President of Canine Partners, LLC (“Canine”), the General Partner of HIT. Investment decisions made on behalf of Henry and Matthew are made primarily through their General Partner and Mr. Wright. Each of the foregoing persons is sometimes referred to in this Schedule 13D as a “Reporting Person” and collectively as the “Reporting Persons.” The principal business address of each Reporting Person is 255 South 17th Street, Suite 2608, Philadelphia, PA 19103.

     (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     (e) None of the Reporting Persons 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) Henry and Matthew are Delaware limited partnerships. HIT is a Pennsylvania limited partnership. Canine is a Pennsylvania limited liability company, and David W. Wright is a citizen of the United States.

Item 3.		Source and Amount of Funds or Other Consideration.

     The aggregate purchase price of the 200,800 Shares owned by Henry is $602,367, and the aggregate purchase price of the 139,500 Shares owned by Matthew is $421,827. Shares owned by Henry and Matthew were acquired with the funds of each respective partnership.

Item 4.		Purpose of the Transaction.

     The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

     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 herein.

     Each of the Reporting Persons intends to review its investment in the Issuer on a continuing basis and to engage in discussions with management and the Board of Directors of the Issuer concerning the business, operations, corporate governance 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 market 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, communicating privately or publicly with other stockholders, the Issuer’s Board of Directors or other persons, making proposals to the Issuer concerning the capitalization and operations of the Issuer, purchasing additional Shares or selling some or all of their Shares or changing their intention with respect to any and all matters referred to in this Item 4. The Reporting Persons have sent a letter to the Issuer’s Board of Directors requesting it to form a special committee, retain a financial advisor and commence with an exploration of strategic alternatives, particularly in light of the expression of interest in acquiring the Issuer that the Issuer recently disclosed receiving in connection with its adoption of a poison pill.

Item 5.		Interest in Securities of the Issuer.

     (a)-(b)

     The aggregate percentage of Shares reported owned by each person named herein is based upon 6,486,178 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010.

     As of December 9, 2010, Henry beneficially owned 200,800 Shares, constituting approximately 3.1% of the Shares outstanding, and Matthew beneficially owned 139,500

Shares, constituting approximately 2.1% of the Shares outstanding, for an aggregate ownership of both Henry and Matthew of 340,300 Shares, constituting 5.2% of the Shares outstanding. Mr. Wright, as President of the sole general partner of HIT, which is the sole general partner of each of Henry and Matthew, has the authority to vote and dispose of such Shares.

     (c) The following is a list of all transactions in the Issuer’s Shares during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market.

						No. of Shares				Purchase Price
Name of Purchaser		Date of Purchase				Purchased				Per Share
Henry			10/11/2010				30,000			$	3.0209
Henry			11/08/2010				15,000			$	3.8235
Henry			11/10/2010				6,000			$	3.8903
Henry			11/11/2010				9,000			$	3.9352
Henry			11/17/2010				3,000			$	3.9735
Henry			11/24/2010				69,700			$	3.8749
Henry			11/29/2010				1,800			$	3.7863
Henry			11/30/2010				2,000			$	3.8974
Henry			12/06/2010				6,000			$	4.0652
Matthew			10/11/2010				22,952			$	3.0210
Matthew			11/08/2010				10,548			$	3.8237
Matthew			11/10/2010				4,000			$	3.8911
Matthew			11/11/2010				6,000			$	3.9358
Matthew			11/17/2010				6,000			$	3.9727
Matthew			11/24/2010				44,800			$	3.8749
Matthew			11/30/2010				2,500			$	3.8974
Matthew			12/06/2010				4,000			$	4.0660

     (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, such Shares.

     (e) Not applicable.

Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     Other than as described herein, there are no contracts, arrangements or understandings among the persons named in Item 2, or among the persons named in Item 2 and any other person, with respect to the securities of the Issuer.

Item 7.		Material To Be Filed As Exhibits.

     1. Joint Filing Agreement.

SIGNATURE

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