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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cardiac Science CORP [ CSCX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/25/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/25/2010 | S | 50,000(1) | D | $1.848 | 3,005,885(2)(3) | I | See footnotes(1)(4) | ||
Common Stock | 03/26/2010 | S | 25,200(1) | D | $1.8705 | 2,980,685(2)(3) | I | See footnotes(1)(4) | ||
Common Stock | 03/29/2010 | S | 10,600(1) | A | $1.8846 | 2,970,085(2)(3) | I | See footnotes(1)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Shares of Common Stock of the issuer that were sold by Jefferies and Company, Inc. (Jefferies) on behalf of Perseus Acquisition Recapitalization Fund, L.L.C. (PARF), to satisfy maintenance requirements under a 500,000 dollar margin loan made by Jefferies to PARF, which maintenance requirements were triggered by the issuer's stock price falling below 2 dollars per share. Additional shares may be sold to satisfy such maintenance requirements if the issuer's stock price remains below 2 dollars per share. The managing member of PARF is Perseus Acquisition Recapitalization Management, L.L.C. (PARF Management). Frank H. Pearl is the managing member of PARF Management. |
2. Includes shares of Common Stock of the issuer owned by Perseus Market Opportunity Fund, L.P. (PMOF), PARF and Cardiac Science Co-Investment, L.P. (CS Co-Investment). The general partner of PMOF is Perseus Market Opportunity Partners, L.P. (PMOF LP). The general partner of PMOF LP is Perseus Market Opportunity Partners GP, L.L.C. (PMOF Ultimate GP). Perseus, L.L.C. is the managing member of PMOF Ultimate GP. Perseuspur, L.L.C. is the managing member of Perseus, L.L.C. Frank H. Pearl is the Chairman, President, Chief Executive Officer and managing member of Perseuspur, L.L.C. PARF Management is the general partner of CS Co-Investment. Frank H. Pearl is the managing member of PARF Management. |
3. Also includes 1,000 shares of Common Stock of the issuer that PARF and PMOF hold indirectly. These shares were issued by the issuer to Christopher J. Davis, an officer of the managers of PARF and PMOF who was nominated by them to serve as a director of the issuer and who holds such shares for the benefit of PARF and PMOF. PARF and PMOF also indirectly hold 3,000 restricted stock units held by Mr. Davis for their benefit and 4,000 restricted stock units and 15,000 stock options held for their benefit by Ray E. Newton III, who previously served as a director of the issuer representing PARF and PMOF. For additional information regarding the shares of Common Stock and restricted stock units held by Messrs. Davis and Newton, please see the Form 4s filed by Mr. Davis on November 9, 2009 and Mr. Newton on May 23, 2008, April 24, 2008 and November 21, 2006, respectively. |
4. By virtue of the control that Frank H. Pearl exercises over PARF, PMOF and CS Co-Investment, pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the Act), the Reporting Person may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. |
Teresa Y. Bernstein, Attorney-in-Fact for Frank H. Pearl | 03/29/2010 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |