SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MEDCAP PARTNERS LP
(Last) (First) (Middle)
500 THIRD STREET #535
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MEDICALCV INC [ MDCV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2006
4. If Amendment, Date of 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
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 03/28/2006 P 56,500 A $1.2516 10,913,270 D(1)
Common Stock 03/28/2006 P 30,000 A $1.2516 7,329,830 I See footnotes(2)(3)
Common Stock 03/29/2006 P 40,000 A $1.1607 10,953,270 D(1)
Common Stock 03/29/2006 P 4,700 A $1.1607 7,334,530 I See footnotes(2)(3)
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
MEDCAP PARTNERS LP
(Last) (First) (Middle)
500 THIRD STREET #535
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TONEY C FRED
(Last) (First) (Middle)
500 THIRD STREET #535
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These securities are held directly by MedCap Partners L.P. ("MedCap Partners"). MedCap Management & Research LLC ("MMR"), a registered investment advisor, is the general partner and investment manager of MedCap Partners. C. Fred Toney is the sole member of MMR, and Mr. Toney also holds, directly and indirectly, limited partnership interests in MedCap Partners. MMR and Mr. Toney disclaim beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.
2. These securities are held directly by an offshore limited partnership which, for Section 16 purposes, is not itself the beneficial owner of more than 10% of the issuer's common stock. MMR is the general partner and investment manager of the investment limited partnership. Because Mr. Toney, as the sole member of MMR, may be deemed to be a "control person" who, for the purposes of Rule 16a-1(a)(1)(vii), may be deemed to hold in excess of 1% of the issuer's common stock indirectly through his limited partnership interests in MedCap Partners, Mr. Toney has elected to voluntarily file this Form 4 as a co-reporting person to report transactions by the investment limited partnership.
3. (continued from Footnote 2) Mr. Toney's election to file this Form 4 should not be construed as an admission of his status as such a control person, or as a 10% beneficial owner of the issuer's common stock for Section 16 purposes. In any event, each of MMR, Mr. Toney and MedCap Partners expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.
Remarks:
MedCap Partners L.P.; By MedCap Management & Research LLC, its General Partner; By: C. Fred Toney, its Managing Member; /s/ C. Fred Toney 03/30/2006
/s/ C. Fred Toney 03/30/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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