- Statement of Changes in Beneficial Ownership (4)
May 09 2012 - 5:16PM
Edgar (US Regulatory)
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
AHRENS RONALD A
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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)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
227 WASHINGTON STREET, #300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/7/2012
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(Street)
CONSHOHOCKEN, PA 19428
(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)
_
X
_ Form filed by One Reporting Person
___ 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
(1)
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5/7/2012
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A
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49660
(2)
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A
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$0
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149336
(3)
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D
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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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Explanation of Responses:
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(
1)
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Represents shares of the Issuer's common stock underlying restricted stock units (RSUs) awarded to the Reporting Person. The RSUs will vest proportionally over the four (4) successive quarters following the award date. In the event of the occurrence of the Reporting Person's death, Disability (within the meaning of such term under section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the "Code")), "separation from service" (within the meaning of such term under Code section 409A(a)(2)(A)(i)) or a 409A Change in Control Event (as defined in the award agreement) prior to the full vesting date, all outstanding RSUs shall be fully vested. The shares of common stock underlying the RSUs will be issued when the RSUs vest.
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(
2)
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Includes shares of the Issuer's common stock underlying RSUs awarded to the Reporting Person with respect to: 17,124 shares of the Issuer's common stock subject to the RSU in lieu of payment of an annual retainer fee of $50,000 for serving as a member of the Board of Directors; 3,425 shares of the Issuer's common stock subject to the RSU in lieu of payment of an annual retainer fee of $10,000 for serving as the Chairperson of the Compensation Committee of the Board of Directors; 1,713 shares of the Issuer's common stock subject to the RSU in lieu of payment of an annual retainer fee of $5,000 for serving as a member of the Nominating and Corporate Governance Committee of the Board of Directors.
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(
3)
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Includes 49,660 shares of the Issuer's common stock subject to the reported RSU award.
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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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AHRENS RONALD A
227 WASHINGTON STREET, #300
CONSHOHOCKEN, PA 19428
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X
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Signatures
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/s/ Nicole Bigham, by power of attorney
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5/9/2012
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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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