SEC FORM 3

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^*

Bronfein Michael G

(Last)

(First)

(Middle)

C/O STERLING VENTURE PARTNERS

6225 SMITH AVENUE, STE 210

(Street)

BALTIMORE

21209

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2006

3. Issuer Name and Ticker or Trading Symbol
VISICU INC [ EICU ]

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

X	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)

X	Form filed by One Reporting Person
	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	60,000	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	2,919,708	⁽³⁾	I	See Footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	783,908	⁽³⁾	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. Immediately following the closing of the intitial public offering of the Issuer's Common Stock, all outstanding shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock will be automatically converted into shares of the Issuer's Commmon Stock.

2. Not Applicable.

3. One share of Preferred Stock (including any of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock) is convertible into one share of the Issuer's Common Stock.

4. Sterling Venture Partners, L.P. is the record holder of the securities. The Reporting Person is a Director of the Issuer and a managing member of Sterling Venture Partners, L.L.C., the general partner of Sterling Venture Partners, L.P. In his capacity as a managing member of Sterling Venture Partners, L.L.C., the Reporting Person may be deemed to be a beneficial owner of the securities. The Reporting person expressly disclaims beneficial ownerhsip of the securities, except to the extent of his or its pecuniary interest therein, if any.

Remarks:

	/s/ Gary Sindler, Attorney-in-fact	04/04/2006
	** 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.
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 Number.