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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PERSEUS PARTNERS VII L P 		2. Issuer Name and Ticker or Trading Symbol

PHOTOMEDEX INC [ PHMDD ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
See explanation below.
(Last)          (First)          (Middle)

C/O PERSEUS, L.L.C., 2099 PENNSYLVANIA AVE, N.W., SUITE 900 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2010
(Street)

WASHINGTON, DC 20006
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
SECURED CONVERTIBLE PROMISSORY NOTE   $22.1084   3/1/2010     J   (1) (2)    $720000   (1) (2)      2/27/2009   2/27/2014   COMMON STOCK, PAR VALUE $0.01 PER SHARE   32567     (1) (2) (3) $19468800   D   (4) (5)  
SECURED CONVERTIBLE PROMISSORY NOTE   $22.1084   3/1/2010     J   (1) (2)    $28800   (1) (2)      2/27/2009   2/27/2014   COMMON STOCK, PAR VALUE $0.01 PER SHARE   1302     (1) (2) (3) $19468800   D   (4) (5)  

Explanation of Responses:
( 1)  On March 1, 2010, PhotoMedex, Inc. (the "Issuer") elected to issue to Perseus Partners VII, L.P. (the "Investor") two secured convertible promissory notes in principal amounts of $720,000 and $28,800 (collectively, the "PIK Notes") as payment for interest due and payable to the Investor pursuant to the terms of (a) an $18,000,000 secured convertible promissory note that was issued on February 27, 2009 (the "First Tranche Note"), pursuant to a Securities Purchase Agreement by and between the Issuer and the Investor dated as of August 4, 2008 (as amended by Amendment No. 1 thereto, dated as of February 27, 2009, the "Purchase Agreement") and (b) a $720,000 secured convertible promissory note that was issued on September 1, 2009 (the "September 2009 PIK Note") pursuant to the terms of the First Tranche Note.
( 2)  The First Tranche Note, the September 2009 PIK Note, and the PIK Notes (collectively, the "Perseus Notes") have a conversion price of $22.10844 per share, may be converted at any time after the date of issuance, and mature on February 27, 2014. The First Tranche Note is convertible into 814,169 shares, the September 2009 PIK Note is convertible into 32,567 shares, and the PIK Notes are convertible into 33,869 shares of common stock. The Perseus Notes bear interest at a rate of 8.0% per annum, with such interest payable, in the Issuer's discretion, in cash or in kind by the issuance of additional secured convertible promissory notes.
( 3)  The Perseus Notes are convertible into 880,605 shares of common stock. In addition, the Investor beneficially owns 244,251 warrants with a conversion price of $22.10844 and 625 currently exercisable options with an exercise price of $12.60 per share.
( 4)  The Investor is a Delaware limited partnership. Its general partner is Perseus Partners VII GP, L.P., a Delaware limited partnership. Perseus Partners VII GP, L.L.C., a Delaware limited liability company, is the general partner of Perseus Partners VII GP, L.P. The sole member of Perseus Partners VII GP, L.L.C. is Perseus, L.L.C. Perseuspur, L.L.C., a Delaware limited liability company, is the managing member of Perseus, L.L.C. Frank H. Pearl, individually, owns 72.9% of Perseuspur, L.L.C. He also is the sole director and sole shareholder of Rappahannock Investment Company, a Delaware corporation, which in turn owns the remaining 27.1% of Perseuspur, L.L.C.
( 5)  By virtue of such control, Mr. Pearl and each of the foregoing, other than the Investor, may be deemed to have indirect beneficial ownership of any securities issued to the Investor, and Mr. Pearl and each of the foregoing may be deemed to have indirect beneficial ownership of any securities issued to Mr. Glazer as a nominee of Perseus, L.L.C.

Remarks:
Teresa Y. Bernstein is signing in her capacity as Secretary of Perseus Partners VII GP, L.L.C., which is the general partner of Perseus
Partners VII GP, L.P., which is the general partner of Perseus Partners VII, L.P.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PERSEUS PARTNERS VII L P
C/O PERSEUS, L.L.C.
2099 PENNSYLVANIA AVE, N.W., SUITE 900
WASHINGTON, DC 20006
X
See explanation below.
PEARL FRANK H
C/O PERSEUS, L.L.C.
2099 PENNSYLVANIA AVE, N.W., SUITE 900
WASHINGTON, DC 20006
X
See explanation below.

Signatures
Perseus Partners VII, L.P., By: Perseus Partners VII GP, L.P., its general partner, By: Perseus Partners VII GP, L.L.C., its general partner, /s/ Teresa Y. Bernstein, Title: Secretary 3/1/2010
** Signature of Reporting Person Date

BY: /s/ Teresa Y. Bernstein, Title: Attorney-in-Fact for Frank H. Pearl 3/1/2010
** 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.
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