| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VISICU INC [ EICU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/20/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/20/2008 | D | 10,000 | D | $12(1) | 0 | D | |||
| Common Stock | 02/20/2008 | D | 50,000(2) | D | $12(1) | 0 | D | |||
| Common Stock | 02/20/2008 | D | 3,278,616 | D | $12(1) | 0 | I | See Footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $7.7 | 02/20/2008 | D | 2,000 | 07/26/2007(4) | 02/20/2008 | Common Stock | 2,000 | $4.3 | 0 | D | ||||
| Stock Option | $8.1 | 02/20/2008 | D | 4,000 | (5) | 02/20/2008 | Common Stock | 4,000 | $3.9 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to a merger agreement between issuer, Philips Holding USA Inc. and Ice Merger Sub, Inc. on the effective date of the merger. |
| 2. The shares were subject to vesting of 25% on March 21, 2005, with the remaining shares vesting equally over 36 months thereafter. The vesting of these shares was cancelled in connection with the merger between issuer, Philips Holding USA and Ice Merger Sub, Inc. on the effective date of the merger in exchange for a cash payment of $510,000.00, representing the difference between the purchase price of the shares and the market value ($12 per share) of the Visicu common stock ($12 per share) on the effective date of the merger. |
| 3. 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 ownership of the securities, except to the extent of his or its pecuniary interest therein, if any. |
| 4. This option became fully vested on July 26, 2007. This option was cancelled in connection with the merger between issuer, Philips Holding USA and Ice Merger Sub, Inc. on the effective date of the merger in exchange for a cash payment of $8,600, representing the difference between the exercise price of the option and the market value of the underlying Visicu common stock ($12 per share) on the effective date of the merger. |
| 5. This option would have vested 100% on July 26, 2008, the first anniversary of the date of grant. This option was cancelled in connection with the merger between issuer, Philips Holding USA and Ice Merger Sub, Inc. on the effective date of the merger in exchange for a cash payment of $15,600, representing the difference between the exercise price of the option and the market value of the underlying Visicu common stock ($12 per share) on the effective date of the merger. |
| Remarks: |
| Gary Sindler, Attorney-in-fact | 02/22/2008 | |
| ** 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 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). | ||
| 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. | ||