Filing Details
- Accession Number:
- 0000927752-10-000005
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2010-04-12 13:00:00
- Reporting Period:
- 2010-04-08
- Filing Date:
- 2010-04-12
- Accepted Time:
- 2010-04-12 16:37:22
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1323115 | Cardiac Science Corp | CSCX | Surgical & Medical Instruments & Apparatus (3841) | 943300396 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
927752 | H Frank Pearl | 2099 Pennsylvania Avenue Nw Suite 900 Washington DC 20006 | Yes | No | Yes | No | |
1488120 | Perseus Acquisition/Recapitalization Management, L.l.c. | 2099 Pennsylvania Avenue Nw Suite 900 Washington DC 20006 | Yes | No | Yes | No | |
1488121 | Perseus Acquisition/Recapitalization Fund, L.l.c. | 2099 Pennsylvania Avenue Nw Suite 900 Washington DC 20006 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Disposition | 2010-04-08 | 12,300 | $1.82 | 2,880,685 | No | 4 | S | Indirect | See footnotes |
Common Stock | Disposition | 2010-04-09 | 4,500 | $1.83 | 2,876,185 | No | 4 | S | Indirect | See footnotes |
Common Stock | Disposition | 2010-04-12 | 14,400 | $1.83 | 2,861,785 | No | 4 | S | Indirect | See footnotes |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | S | Indirect | See footnotes |
No | 4 | S | Indirect | See footnotes |
No | 4 | S | Indirect | See footnotes |
Footnotes
- Shares of Common Stock of the issuer that were sold by Jefferies & Company, Inc. (Jefferies) on behalf of Perseus Acquisition/Recapitalization Fund, L.L.C. (PARF), to satisfy maintenance requirements under a $500,000 margin loan made by Jefferies to PARF, which maintenance requirements were triggered by the issuer's stock price falling below $2 per share. Additional shares may be sold to satisfy such maintenance requirements if the issuer's stock price remains below $2 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.
- 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.
- 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.
- 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.