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*
Sabin Ralph C
(Last) (First) (Middle)
C/O PACIFIC VENTURE GROUP
114 PACIFICA, SUITE 270
(Street)
IRVINE CA 92618
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VISICU INC [ EICU ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2008
4. If Amendment, Date of 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
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 02/20/2008 D 2,250 D $12(1) 0 D
Common Stock 02/20/2008 D 50,000(2) D $12(1) 0 D
Common Stock 02/20/2008 D 3,119,709 D $12(1) 0 I See footnote(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
Stock Option $7.7 02/20/2008 D 2,000 (4) 02/20/2008 Common Stock 2,000 $4.3 0 D
Stock Option $8.1 02/20/2008 D 4,000 (5) 02/20/2008 Common Stock 4,000 $3.9 0 D
Explanation of Responses:
1. Disposed of pursuant to a merger agreement between issuer, Philips Holding USA Inc. and Ice Merger Sub, Inc. on the effective date of the merger.
2. The shares were subject to vesting of 25% on March 21, 2006, with the remaining shares vesting equally over 36 months thereafter. The vesting of these shares was cancelled in connection with the merger between issuer, Philips Holding USA and Ice Merger Cub, Inc. on the effective date of the merger in exchange for a cash payment of $510,000, representing the difference between the purchase price of the shares and the market value of the Visicu common stock ($12 per share) on the effective date of the merger
3. Includes 3,027,828 shares held by Pacific Venture Group II, L.P. and 91,881 shares held by PVG Associates II, L.P. PVG Equity Partners II, L.L.C. ("PEP II") is the general partner of Pacific Venture Group II, L.P. and PVG Associates II, L.P. The Reporting Person is a director of the Issuer and the managing member of PEP II. In his capacity as managing member of PEP II, the Reporting Person may be deemed a beneficial owner of the securities. The Reporting Person expressly disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
4. The shares underlying this option vested 100% on July 26, 2007. This option was cancelled in connection with the merger between issuer, Philips Holding USA and Ice Merger Sub, Inc. on the effective date of the merger in exchange for a cash payment of $8,600, representing the difference between the exercise price of the option and the market value of the underlying Visicu common stock ($12 per share) on the effective date of the merger.
5. This option would have vested 100% on July 26, 2008, the first anniversary of the date of grant. This option was cancelled in connection with the merger between issuer, Philips Holding USA and Ice Merger Sub, Inc. on the effective date of the merger in exchange for a cash payment of $15,600, representing the difference between the exercise price of the option and the market value of the underlying Visicu common stock ($12 per share) on the effective date of the merger.
Remarks:
Gary Sindler, Attorney-in-fact 02/22/2008
** 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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