Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
KELLY ROBERT J
  2. Issuer Name and Ticker or Trading Symbol
NOVAMED INC [NOVA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
55 SPINNAKER LANE
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2009
(Street)

HARWICH PORT, MA 02646
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
Common Stock 02/18/2009   A   10,000 A (5) $ 0 18,300 (7) D  

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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 Underlying Securities
(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 of Derivative Security: 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
Stock Options (right to buy) $ 4.07               (1) 04/09/2014 Common Stock 25,000   0 D  
Stock Options (right to buy) $ 5.15               (2) 04/12/2015 Common Stock 100,000   0 D  
Stock Options (right to buy) $ 5.96               (3) 06/16/2015 Common Stock 15,000   0 D  
Stock Options (right to buy) $ 6.87               (4) 06/20/2016 Common Stock 15,000   0 D  
Stock Options (right to buy) $ 7.35               (6) 02/21/2017 Common Stock 12,000   0 D  
Stock Options (right to buy) $ 2.75 02/18/2009   A   20,000     (8) 02/18/2019 Common Stock 20,000 $ 2.75 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KELLY ROBERT J
55 SPINNAKER LANE
HARWICH PORT, MA 02646
  X      

Signatures

 /s/ John Lawrence by Power of Attorney   02/20/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Subject to certain restrictions, 3,125 of these options vested 10/09/04, with the remainder vesting 520 per month starting on 11/09/04.
(2) Subject to certain restrictions, 12,500 of these options vested on 10/12/05, with the remainder vesting 2,083.33 per month starting on 11/12/05.
(3) Subject to certain restrictions, 1,875 of these options vested on 12/17/05, with the remainder vesting 312 per month starting on 1/17/06.
(4) Subject to certain restrictions, 1,875 of these options vested on 12/20/06 with the remainder vesting 312 per month starting on 1/20/07.
(5) Represents a restricted stock award which shall vest over 4 years as follows: 1,250 will vest on 8/18/09 with the remainder vesting approximately 625 per quarter starting 11/18/09.
(6) Subject to certain restrictions, 1,500 of these options vested on 8/21/07 with the remainder vesting 250 per month starting 9/21/07.
(7) Includes 12,250 restricted shares of common stock.
(8) Subject to certain restrictions, 2,500 of these options will vest on 8/18/09 with the remainder vesting approximately 417 per month starting on 9/18/09.

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