SEC FORM 4

SEC Form 4

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^*

VA PARTNERS LLC

(Last)

(First)

(Middle)

435 PACIFIC AVENUE

FOURTH FLOOR

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIFELINE SYSTEMS INC [ LIFE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2004

4. 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 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	11/03/2004		S		2,127,400	D	$22.7	0	I	See Footnote⁽¹⁾⁽²⁾

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

VA PARTNERS LLC

(Last)

(First)

(Middle)

435 PACIFIC AVENUE

FOURTH FLOOR

(Street)

SAN FRANCISCO

94133

(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^*

UBBEN JEFFREY W

(Last)

(First)

(Middle)

435 PACIFIC AVENUE, FOURTH FLOOR

(Street)

SAN FRANCISCO

94133

(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^*

KAMIN PETER H

(Last)

(First)

(Middle)

TWO INTERNATIONAL PLACE, 25TH FLOOR

(Street)

BOSTON

02110

(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. As General Partner and Investment Manager of ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P.

2. These securities were beneficially owned by Jeffrey W. Ubben, George F. Hamel, Jr., and Peter H. Kamin as Managing Members, Principal Owners and Controlling Persons of VA Partners, LLC. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest therein.

Remarks:

Joint Filer Information Name: ValueAct Capital Master Fund, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Lifeline Systems, Inc. (LIFE) Statement for Month/Day/Year: November 3, 2004 Name: ValueAct Capital Partners Co-Investors, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Lifeline Systems, Inc. (LIFE) Statement for Month/Day/Year: November 3, 2004 Name: Jeffrey W. Ubben Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Lifeline Systems, Inc. (LIFE) Statement for Month/Day/Year: November 3, 2004 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Lifeline Systems, Inc. (LIFE) Statement for Month/Day/Year: November 3, 2004 Name: Peter H. Kamin Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Lifeline Systems, Inc. (LIFE) Statement for Month/Day/Year: November 3, 2004

	VALUEACT CAPITAL MASTER FUND, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr. Managing Member	11/05/2004
	VALUEACT CAPITAL PARTNERS CO-INVESTORS, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr. Managing Member	11/05/2004
	VA PARTNERS, L.L.C. By: /s/ George F. Hamel, Jr. Managing Member	11/05/2004
	By: /s/ Jeffrey W. Ubben	11/05/2004
	By: /s/ George F. Hamel, Jr.	11/05/2004
	By: /s/ Peter H. Kamin	11/05/2004
	** 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 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).
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