Edgar Filing: CARDIONET INC

Ownership Submission

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

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(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MIDDLETON FRED A

2. Issuer Name and Ticker or Trading Symbol
CARDIONET INC [BEAT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

400 SOUTH EL CAMINO REAL, SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2008

(Street)

SAN MATEO, CA 94402

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/25/2008		C		30,187	A	⁽¹⁾	30,187	I	See footnote ⁽²⁾
Common Stock	03/25/2008		C		6,339	A	⁽³⁾	36,526	I	See footnote ⁽²⁾
Common Stock	03/25/2008		C		9,560 ⁽⁴⁾	A	$ 3.5	46,086	I	See footnote ⁽²⁾
Common Stock	03/25/2008		C		12,774	A	⁽⁵⁾	58,860	I	See footnote ⁽²⁾
Common Stock	03/25/2008		C		184,604	A	⁽¹⁾	184,604	I	See footnote ⁽⁶⁾
Common Stock	03/25/2008		C		38,767	A	⁽³⁾	223,371	I	See footnote ⁽⁶⁾
Common Stock	03/25/2008		C		58,472 ⁽⁴⁾	A	$ 3.5	281,843	I	See footnote ⁽⁶⁾
Common Stock	03/25/2008		C		77,920	A	⁽⁵⁾	359,763	I	See footnote ⁽⁶⁾
Common Stock	03/25/2008		C		317,633	A	⁽⁵⁾	317,633	I	See footnote ⁽⁷⁾
Common Stock	03/25/2008		C		17,007	A	⁽⁸⁾	17,007	I	See footnote ⁽⁹⁾
Common Stock	03/25/2008		C		175	A	⁽¹⁾	17,182	I	See footnote ⁽⁹⁾
Common Stock	03/25/2008		C		3,571	A	⁽¹⁾	3,571	I	See footnote ⁽¹⁰⁾
Common Stock	03/25/2008		C		750	A	⁽³⁾	4,321	I	See footnote ⁽¹⁰⁾
Common Stock	03/25/2008		C		1,538	A	⁽⁵⁾	5,859	I	See footnote ⁽¹⁰⁾
Common Stock	03/25/2008		C		3,344	A	⁽⁵⁾	3,344	I	See footnote ⁽¹¹⁾
Common Stock	03/25/2008		C		6,153	A	⁽⁵⁾	6,153	I	See footnote ⁽¹²⁾
Common Stock	03/25/2008		C		7,290	A	⁽⁵⁾	7,290	I	See footnote ⁽¹³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C Convertible Preferred Stock

⁽¹⁾

03/25/2008

60,374

⁽¹⁾

Common Stock

30,187

$ 0

See footnote ⁽²⁾

Series D Convertible Preferred Stock

⁽³⁾

03/25/2008

12,679

⁽³⁾

Common Stock

6,339

$ 0

See footnote ⁽²⁾

Warrants to Purchase Series D-1 Convertible Preferred Stock

$ 3.5

03/25/2008

31,293

⁽¹⁴⁾

⁽¹⁵⁾

Common Stock

9,560 ⁽¹⁰⁾

$ 0

See footnote ⁽²⁾

Mandatorily Convertible Preferred Stock

⁽⁵⁾

03/25/2008

191

⁽⁵⁾

Common Stock

12,774

$ 0

See footnote ⁽²⁾

Series C Convertible Preferred Stock

⁽¹⁾

03/25/2008

369,209

⁽¹⁾

Common Stock

184,604

$ 0

See footnote ⁽⁶⁾

Series D Convertible Preferred Stock

⁽³⁾

03/25/2008

77,534

⁽³⁾

Common Stock

38,767

$ 0

See footnote ⁽⁶⁾

Warrants to Purchase Series D-1 Convertible Preferred Stock

$ 3.5

03/25/2008

191,369

⁽¹⁴⁾

⁽¹⁵⁾

Common Stock

58,472 ⁽¹⁰⁾

$ 0

See footnote ⁽⁶⁾

Mandatorily Convertible Preferred Stock

⁽⁵⁾

03/25/2008

1,165

⁽⁵⁾

Common Stock

77,920

$ 0

See footnote ⁽⁶⁾

Mandatorily Convertible Preferred Stock

⁽⁵⁾

03/25/2008

4,749

⁽⁵⁾

Common Stock

317,633

$ 0

See footnote ⁽⁷⁾

Series B Convertible Preferred Stock

⁽⁸⁾

03/25/2008

34,014

⁽⁸⁾

Common Stock

17,007

$ 0

See footnote ⁽⁹⁾

Series C Convertible Preferred Stock

⁽¹⁾

03/25/2008

351

⁽¹⁾

Common Stock

175

$ 0

See footnote ⁽⁹⁾

Series C Convertible Preferred Stock

⁽¹⁾

03/25/2008

7,143

⁽¹⁾

Common Stock

3,571

$ 0

See footnote ⁽¹⁰⁾

Series D Convertible Preferred Stock

⁽³⁾

03/25/2008

1,500

⁽³⁾

Common Stock

750

$ 0

See footnote ⁽¹⁰⁾

Mandatorily Convertible Preferred Stock

⁽⁵⁾

03/25/2008

⁽⁵⁾

Common Stock

1,538

$ 0

See footnote ⁽¹⁰⁾

Mandatorily Convertible Preferred Stock

⁽⁵⁾

03/25/2008

⁽⁵⁾

Common Stock

3,344

$ 0

See footnote ⁽¹¹⁾

Mandatorily Convertible Preferred Stock

⁽⁵⁾

03/25/2008

⁽⁵⁾

Common Stock

6,153

$ 0

See footnote ⁽¹²⁾

Mandatorily Convertible Preferred Stock

⁽⁵⁾

03/25/2008

109

⁽⁵⁾

Common Stock

7,290

$ 0

See footnote ⁽¹³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MIDDLETON FRED A 400 SOUTH EL CAMINO REAL SUITE 1200 SAN MATEO, CA 94402	X	X

Signatures

/s/ Doreen Roberts, Corporate Secretary, by power of attorney		03/26/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	By Sanderling V Limited Partnership. Fred Middleton, a member of the Issuer's board of directors is a managing director of Middleton, McNeil & Mills Associates V, LLC the sole general partner of Sanderling V Limited Partnership and has voting and investment power over the shares held by Sanderling V Limited Partnership. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(3)	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.
(4)	Warrants were net exercised resulting in fewer shares being issued than if the exercise price had been paid for with cash.
(5)	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.
(6)	By Sanderling Venture Partners V 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 V, LLC the sole general partner of Sanderling Venture Partners V Co-Investment Fund, L.P and has voting and investment power over the shares held by Sanderling Venture Partners V Co-Investment Fund, L.P. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(7)	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.
(8)	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.
(9)	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.
(10)	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.
(11)	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.
(12)	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.
(13)	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.
(14)	Warrants became exercisable on March 8, 2007.
(15)	Warrants to purchase Series D-1 Convertible Preferred were automatically net exercised immediately prior to the closing of the Issuer's initial public offering. Each 2 shares of Series D-1 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.
Remarks: Exhibit 24.1 Power of Attorney

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