SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* MEDCAP MANAGEMENT & RESEARCH LLC (Last) (First) (Middle) 500 THIRD STREET #535 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/26/2004	3. Issuer Name and Ticker or Trading Symbol VISTA MEDICAL TECHNOLOGIES INC [ VMTIC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,881,642	I	By MedCap Partners LP(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Warrant	05/27/2004	05/23/2009	Common Stock	882,353	$0.95	I	By MedCap Partners LP(1)
Common Stock Purchase Warrant	05/27/2004	05/25/2009	Common Stock	57,918	$0.95	I	By MedCap Partners LP(1)

1. Name and Address of Reporting Person* MEDCAP MANAGEMENT & RESEARCH LLC (Last) (First) (Middle) 500 THIRD STREET #535 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MEDCAP PARTNERS LP (Last) (First) (Middle) 500 THIRD STREET #535 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TONEY C FRED (Last) (First) (Middle) C/O MEDCAP PARTNERS 500 THIRD STREET #535 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. MedCap Research & Management LLC and C. Fred Toney disclaim beneficial ownership in the securities except to the extent of their pecuniary interests in MedCap Partners LP

Remarks:

	MedCap Management & Research LLC, By: /s/ C. Fred Toney, Its: Managing Member	06/01/2004
	MedCap Partners LP, By: MedCap Management & Research LLC, By: /s/ C. Fred Toney, Its: Managing Member	06/01/2004
	C. Fred Toney	06/01/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: 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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