Cardionet Inc - Statement of Changes in Beneficial Ownership (4)
March 26 2008 - 7:21PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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January 31, 2008
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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
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1. Name and Address of Reporting Person
*
Sanderling Venture Partners IV, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
CARDIONET INC
[
BEAT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
400 SOUTH EL CAMINO REAL, SUITE 1200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/25/2008
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(Street)
SAN MATEO, CA 94402
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/25/2008
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C
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317633
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A
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(1)
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317633
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I
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See Footnote
(2)
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Common Stock
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3/25/2008
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C
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17007
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A
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(3)
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17007
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I
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See Footnote
(4)
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Common Stock
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3/25/2008
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C
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175
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A
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(5)
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17182
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I
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See Footnote
(4)
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Common Stock
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3/25/2008
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C
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3571
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A
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(5)
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3571
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I
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See Footnote
(6)
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Common Stock
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3/25/2008
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C
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750
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A
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(7)
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4321
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I
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See Footnote
(6)
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Common Stock
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3/25/2008
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C
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1538
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A
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(1)
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5859
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I
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See Footnote
(6)
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Common Stock
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3/25/2008
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C
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3344
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A
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(1)
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3344
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I
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See Footnote
(8)
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Common Stock
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3/25/2008
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C
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6153
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A
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(1)
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6153
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I
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See Footnote
(9)
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Common Stock
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3/25/2008
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C
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7290
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A
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(1)
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7290
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I
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See Footnote
(10)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Mandatorily Convertible Preferred Stock
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(1)
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3/25/2008
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C
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4749
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(1)
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(1)
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Common Stock
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317633
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$0
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0
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I
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See Footnote
(2)
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Series B Convertible Preferred Stock
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(3)
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3/25/2008
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C
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34014
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(3)
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(3)
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Common Stock
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17007
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$0
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0
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I
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See Footnote
(4)
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Series C Convertible Preferred Stock
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(5)
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3/25/2008
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C
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351
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(5)
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(5)
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Common Stock
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175
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$0
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0
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I
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See Footnote
(4)
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Series C Convertible Preferred Stock
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(5)
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3/25/2008
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C
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7143
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(5)
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(5)
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Common Stock
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3571
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$0
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0
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I
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See Footnote
(6)
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Series D Convertible Preferred Stock
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(7)
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3/25/2008
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C
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1500
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(7)
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(7)
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Common Stock
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750
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$0
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0
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I
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See Footnote
(6)
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Mandatorily Convertible Preferred Stock
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(1)
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3/25/2008
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C
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23
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(1)
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(1)
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Common Stock
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1538
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$0
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0
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I
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See Footnote
(6)
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Mandatorily Convertible Preferred Stock
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(1)
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3/25/2008
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C
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50
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(1)
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(1)
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Common Stock
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3344
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$0
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0
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I
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See Footnote
(8)
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Mandatorily Convertible Preferred Stock
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(1)
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3/25/2008
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C
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92
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(1)
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(1)
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Common Stock
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6153
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$0
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0
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I
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See Footnote
(9)
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Mandatorily Convertible Preferred Stock
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(1)
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3/25/2008
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C
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109
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(1)
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(1)
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Common Stock
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7290
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$0
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0
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I
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See Footnote
(10)
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Explanation of Responses:
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(
1)
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Each share of Mandatorily Convertible Preferred Stock converted into 66.88 share of the Issuer's common stock upon the closing of the initial public offering for no additional consideration and had no expiration date.
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(
2)
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By Sanderling Venture Partners VI Co-Investment Fund, L.P. Fred Middleton, a member of the Issuer's board of directors is a managing director of Middleton, McNeil, Mills & Associates VI, LLC the sole general partner of Sanderling Venture Partners VI Co-Investment Fund, L.P and has voting and investment power over the shares held by Sanderling Venture Partners VI Co-Investment Fund, L.P. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
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(
3)
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Each 2 shares of Series B Convertible Preferred Stock converted into 1 share of the Issuer's common stock upon the closing of the initial public offering for no additional consideration and had no expiration date.
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(
4)
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By Sanderling Ventures Management IV. Fred Middleton, a member of the Issuer's board of directors is an owner of Sanderling Ventures Management IV and has voting and investment power over the shares held by Sanderling Ventures Management IV. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
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(
5)
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Each 2 shares of Series C Convertible Preferred Stock converted into 1 share of the Issuer's common stock upon the closing of the initial public offering for no additional consideration and had no expiration date.
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(
6)
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By Sanderling Ventures Management V. Fred Middleton, a member of the Issuer's board of directors is an owner of Sanderling Ventures Management V and has voting and investment power over the shares held by Sanderling Ventures Management V. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
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(
7)
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Each 2 shares of Series D Convertible Preferred Stock converted into 1 share of the Issuer's common stock upon the closing of the initial public offering for no additional consideration and had no expiration date.
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(
8)
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By Sanderling Ventures Management VI. Fred Middleton, a member of the Issuer's board of directors is an owner of Sanderling Ventures Management VI and has voting and investment power over the shares held by Sanderling Ventures Management VI. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
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(
9)
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By Sanderling VI Beteilingungs GmbH & Co KG. Fred Middleton, a member of the Issuer's board of directors is a managing director of Middleton, McNeil, Mills & Associates VI, LLC the sole general partner of Sanderling VI Beteilingungs GmbH & Co KG and has voting and investment power over the shares held by Sanderling VI Beteilingungs GmbH & Co KG. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
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(
10)
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By Sanderling VI Limited Partnership. Fred Middleton, a member of the Issuer's board of directors is a general partner of Middleton, McNeil, Mills & Associates VI, LLC the sole general partner of Sanderling VI Limited Partnership and has voting and investment power over the shares held by Sanderling VI Limited Partnership. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
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Remarks:
Exhibit 24.1 Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sanderling Venture Partners IV, L.P.
400 SOUTH EL CAMINO REAL
SUITE 1200
SAN MATEO, CA 94402
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X
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Sanderling Ventures Management IV
400 SOUTH EL CAMINO REAL
SUITE 1200
SAN MATEO, CA 94402
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X
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SANDERLING VENTURES MANAGEMENT V
400 SOUTH EL CAMINO REAL
SUITE 1200
SAN MATEO, CA 94402
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X
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Sanderling Ventures Management VI
400 SOUTH EL CAMINO REAL
SUITE 1200
SAN MATEO, CA 94402
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X
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Sanderling VI Limited Partnership
400 SOUTH EL CAMINO REAL
SUITE 1200
SAN MATEO, CA 94402
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X
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Sanderling Venture Partners VI Co Investment Fund LP
400 SOUTH EL CAMINO REAL
SUITE 1200
SAN MATEO, CA 94402
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X
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Sanderling VI Beteiligungs GmbH & Co KG
400 SOUTH EL CAMINO REAL
SUITE 1200
SAN MATEO, CA 94402
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X
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Signatures
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See Ex. 99.1
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3/26/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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