Edgar Filing: ALLIANCE IMAGING INC /DE/

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 ^*

KKR 1996 GP LLC

2. Issuer Name and Ticker or Trading Symbol
ALLIANCE IMAGING INC /DE/ [AIQ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Footnotes 1 and 2

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO, 9 WEST 57TH STREET, SUITE 4200

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2006

(Street)

NEW YORK, NY 10019

4. If Amendment, Date 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

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/27/2006		S		8,000,000	D	$ 5.405	27,144,570	I	By Viewer Holdings LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	11/29/2006		S		1,200,000	D	$ 5.405	25,944,570	I	By Viewer Holdings LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KKR 1996 GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019				See Footnotes 1 and 2
KKR ASSOCIATES 1996 L P C/O KOHLBERG KRAVIS ROBERTS & CO 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019				See Footnotes 1 and 2
Viewer Holdings LLC C/O KOHLBERG KRAVIS ROBERTS & CO 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X		See Footnotes 1 and 2
FISHER TODD A C/O KOHLBERG KRAVIS ROBERTS & CO 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019				See Footnotes 1 and 2
GOLKIN PERRY C/O KOHLBERG KRAVIS ROBERTS & CO 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019				See Footnotes 1 and 2
GREENE JAMES H JR C/O KOHLBERG KRAVIS ROBERTS & CO 9 WEST 57TH STERET, SUITE 4200 NEW YORK, NY 10019				See Footnotes 1 and 2
HUTH JOHANNES P C/O KOHLBERG KRAVIS ROBERTS & CO 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019				See Footnotes 1 and 2
KRAVIS HENRY R C/O KOHLBERG KRAVIS ROBERTS & CO 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019				See Footnotes 1 and 2
MICHELSON MICHAEL W C/O KOHLBERG KRAVIS ROBERTS & CO 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019	X			See Footnotes 1 and 2
KKR 1996 FUND L P C/O KOHLBERG KRAVIS ROBERTS & CO 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019				See Footnotes 1 and 2

Signatures

Richard J. Kreider, Attorney-In-Fact for Reporting Person		11/29/2006
^**Signature of Reporting Person		Date
Richard J. Kreider, Attorney-In-Fact for Reporting Person		11/29/2006
^**Signature of Reporting Person		Date
Richard J. Kreider, Attorney-In-Fact for Reporting Person		11/29/2006
^**Signature of Reporting Person		Date
Richard J. Kreider, Attorney-In-Fact for Reporting Person		11/29/2006
^**Signature of Reporting Person		Date
Richard J. Kreider, Attorney-In-Fact for Reporting Person		11/29/2006
^**Signature of Reporting Person		Date
Richard J. Kreider, Attorney-In-Fact for Reporting Person		11/29/2006
^**Signature of Reporting Person		Date
Richard J. Kreider, Attorney-In-Fact for Reporting Person		11/29/2006
^**Signature of Reporting Person		Date
Richard J. Kreider, Attorney-In-Fact for Reporting Person		11/29/2006
^**Signature of Reporting Person		Date
Richard J. Kreider, Attorney-In-Fact for Reporting Person		11/29/2006
^**Signature of Reporting Person		Date
Richard J. Kreider, Attorney-In-Fact for Reporting Person		11/29/2006
^**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)	The shares of common stock of the Issuer reported on this Form 4 are held of record by Viewer Holdings L.L.C. As the senior member of Viewer Holdings L.L.C., KKR 1996 Fund L.P. may be deemed to be the beneficial owner of the shares of common stock of the Issuer held by Viewer Holdings L.L.C. As the sole general partner of KKR 1996 Fund L.P., KKR Associates 1996, L.P. may be deemed to be the beneficial owner of the shares of common stock of the Issuer held by Viewer Holdings L.L.C. As the sole general partner of KKR Associates 1996, L.P., KKR 1996 GP L.L.C. also may be deemed to be the beneficial owner of the shares of common stock of the Issuer held by Viewer Holdings L.L.C.
(2)	KKR 1996 GP L.L.C. is a Delaware limited liability company, the managing members of which are Messrs. Henry R. Kravis and George R. Roberts, and the other members of which are Messrs. Paul E. Raether, Michael W. Michelson, James H. Greene, Jr., Perry Golkin, Johannes P. Huth, Todd A. Fisher and Alexander Navab, Jr. Mr. Michelson is a director of the Issuer. Each of the individual Reporting Persons may be deemed to share beneficial ownership of any shares of common stock of the Issuer that KKR 1996 GP L.L.C. may beneficially own or be deemed to beneficially own, but each disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of section 16 of the Securities Exchange Act of 1934 or otherwise, the individual Reporting Persons are the beneficial owners of all such equity securities covered by this statement.
(3)	James C. Momtazee is a director of the Issuer, an executive of KKR and a limited partner of KKR Associates 1996 L.P. Mr. Momtazee disclaims beneficial ownership of any shares beneficially owned by KKR Associates 1996 L.P.
Remarks: Due to SEC limitations on the number of joint filers that may be reported electronically on one Form 4, and in order to include additional joint filers, this Form 4 is filed as part 1 of 2.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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