Edgar Filing: VITAL SIGNS 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Martino Anthony

2. Issuer Name and Ticker or Trading Symbol
VITAL SIGNS INC [VITL]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP Quality and Regulatory

(Last)

(First)

(Middle)

C/O VITAL SIGNS, INC., 20 CAMPUS ROAD

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2008

(Street)

TOTOWA, NJ 07512

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/30/2008		D⁽¹⁾		25	D	$ 74.5	0	I	By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Common Stock Options (right to buy)

$ 27.51

10/30/2008

D⁽²⁾

25,000

⁽³⁾

03/14/2013

Common Stock

25,000

$ 0

Common Stock Options (right to buy)

$ 49.98

10/30/2008

D⁽²⁾

2,500

⁽⁴⁾

07/05/2016

Common Stock

2,500

$ 0

Common Stock Options (right to buy)

$ 52.1

10/30/2008

D⁽²⁾

2,000

⁽⁴⁾

04/02/2017

Common Stock

2,000

$ 0

Common Stock Options (right to buy)

$ 52.56

10/30/2008

D⁽²⁾

1,000

⁽⁵⁾

05/08/2018

Common Stock

1,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Martino Anthony C/O VITAL SIGNS, INC. 20 CAMPUS ROAD TOTOWA, NJ 07512			VP Quality and Regulatory

Signatures

/s/ Anthony Martino, By: Laura R. Kuntz, Esq., Attorney-in-Fact		10/30/2008
^**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)	Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated July 23, 2008 by and among General Electric Company, Tonic Acquisition Corp and Vital Signs, Inc. (the "Company"), at the Effective Time (as defined in the Merger Agreement), each share of the Company's common stock issued and outstanding was automatically converted into the right to receive $74.50 in cash, without interest (the "Merger Consideration").
(2)	Pursuant to the Merger Agreement, at the Effective Time, each outstanding option to purchase the Company's common stock ("Company Stock Option"), whether or not then vested or exercisable, was cancelled and terminated and converted into the right to receive an amount of cash equal to the excess of the Merger Consideration over the exercise price of such Company Stock Option, multiplied by the number of shares of common stock covered by such Company Stock Option less applicable taxes required to be withheld.
(3)	These options vest in four equal annual installments starting on March 14, 2004.
(4)	These options vest in 25% installments beginning one year from the date of grant.
(5)	These options vest in four equal installments beginning on May 8, 2009.

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