UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Suburban Ostomy Supply Co., Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
864471 10 7
(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent of or less of such class.) (See Rule 13-d-7).
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
and 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).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Herbert P. Gray
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
Number 5 SOLE VOTING POWER
of shares
benefic- 715,627
ially
owned
by each
reporting
person
with
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
681,993
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
681,993
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
12 TYPE OF REPORTING PERSON
IN
<PAGE>
Item 1(a) Name of Issuer:
Suburban Ostomy Supply Co., Inc.
Item 1(b) Address of Issuer's principal executive offices:
75 October Hill Road
Holliston, MA 01746
Item 2(a) Name of person filing:
Herbert P. Gray
Item 2(b) Address of principal business office or, if none, residence:
c/o Suburban Ostomy Supply Co., Inc.
75 October Hill Road
Holliston, MA 01746
Item 2(c) Citizenship:
U.S.A.
Item 2(d) Title of class of securities:
Common Stock, no par value
Item 2(e) CUSIP Number:
864471 10 7
Item 3 If Statement filed pursuant to Rule 13d-1(b) or 13d-2(b),
check whether the person filing is a:
(a) |_| Broker or Dealer
(b) |_| Bank
(c) |_| Insurance Company
(d) |_| Investment Company
(e) |_| Investment Advisor
(f) |_| Employee Benefit Plan, Pension Fund or Endowment
Fund
(g) |_| Parent Holding Company
<PAGE>
(h) |_| Group
Item 4 Ownership:
(a) Amounts beneficially owned:
As of December 31, 1996, Mr. Gray directly owned
620,000 shares of the Issuer's Common Stock. In
addition, Mr. Gray holds voting power of 33,634
shares of the issuer's Common Stock as Trustees of
the Lisa Benovitz 1991 Irrevocable Trust and The Eric
Benovitz 1996 Irrevocable Trust. Mr. Gray may be
deemed the beneficial owner of 61,993 shares of
Common Stock subject to options exercisable within 60
days of December 31, 1996.
(b) Percent of class:
Mr. Gray could be deemed to be the beneficial owner,
for purposes of Schedule 13G, of 685,155 shares of
common stock held individually and as Co-Trustee,
which would constitute 6.5% of the Issuer's
10,415,750 shares of common stock, as of December 31,
1996.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
715,627
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
681,993
(iv) shared power to dispose or to direct the
disposition of:
0
Item 5 Ownership of 5% or Less of a Class:
Not applicable.
Item 6 Ownership of more than 5% on behalf of another person:
Not applicable.
Item 7 Identification and classification of the subsidiary which
acquired the security being reported on by the Parent Holding
Company:
Not applicable.
Item 8 Identification and classification of members of the Group:
Not applicable.
<PAGE>
Item 9 Notice of Dissolution of Group:
Not applicable.
Item 10 Certification:
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/Herbert P. Gray
Herbert P. Gray
Dated: February 13, 1997
<PAGE>