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^*

PEARL FRANK H

(Last)

(First)

(Middle)

C/O PERSEUS, L.L.C.

2099 PENNSYLVANIA AVE., N.W. SUITE 900

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cardiac Science CORP [ CSCX ]

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)
09/01/2005

4. 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 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	09/01/2005		A		1,364,418	A	⁽¹⁾	1,364,418	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾
Common Stock	09/01/2005		A		1,239,281	A	⁽²⁾	1,239,281	I	See footnotes⁽²⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾
Common Stock	09/01/2005		A		451,186	A	⁽³⁾	451,186	I	See footnotes⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾

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)
Common Stock Purchase Warrant	$25	09/01/2005		A			84,388	⁽⁵⁾	05/30/2009⁽⁵⁾	Common Stock	84,388	⁽⁵⁾	84,388	I	See footnotes⁽⁵⁾⁽⁸⁾⁽⁹⁾
Common Stock Purchase Warrant	$17.5	09/01/2005		A			2,500	⁽⁶⁾	10/24/2012⁽⁶⁾	Common Stock	2,500	⁽⁶⁾	2,500	I	See footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾
Common Stock Purchase Warrant	$46.1	09/01/2005		A			10,000	⁽⁷⁾	09/17/2013⁽⁷⁾	Common Stock	10,000	⁽⁷⁾	10,000	I	See footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾

Explanation of Responses:

1. Shares of Common Stock of the issuer owned by Perseus Market Opportunity Fund, L.P. ("Perseus Market Opportunity"). Perseus Market Opportunity acquired (i) 210,970 shares of Common Stock of the issuer in exchange for 2,109,705 shares of Common Stock of Cardiac Science, Inc. ("CSI") and (ii) 1,153,448 shares of Common Stock of the issuer in exchange for warrants to purchase Common Stock of CSI and senior notes of CSI. The shares were issued in connection with the merger (the "Merger") involving the issuer and CSI. The Merger is pursuant to an Agreement and Plan of Merger, dated February 28, 2005 (the "Merger Agreement"), by and among Quinton Cardiology Systems, Inc., CSQ Holding Company (renamed Cardiac Science Corporation), Heart Acquisition Corporation, Rhythm Acquisition Corporation and CSI.

2. Shares of Common Stock of the issuer owned by Perseus Acquisition/Recapitalization Fund, L.L.C. ("Perseus A/R Fund"). In connection with the Merger, Perseus A/R Fund acquired 1,239,281 shares of Common Stock of the issuer in exchange for warrants to purchase Common Stock of CSI and senior notes of CSI.

3. Shares of Common Stock of the issuer owned by Cardiac Science Co-Investment, L.P. ("CS Co-Investment"). In connection with the Merger, CS Co-Investment acquired 451,186 shares of Common Stock of the issuer in exchange for warrants to purchase Common Stock of CSI and senior notes of CSI.

4. On the effective date of the Merger, September 1, 2005, the closing price of the issuer's Common Stock was $11.75 per share. The closing price of CSI's Common Stock on its last trading Day, August 31, 2005, was $1.11 per share.

5. Warrants to purchase 84,388 shares of Common Stock issued to Perseus Market Opportunity. The warrants were issued in connection with the Merger in exchange for warrants to purchase 843,882 shares of Common Stock of CSI for $2.50 per share. The expiration date with respect to the right to exercise the warrants into such shares shall be the third business day following the expiration or termination of the statutory waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended.

6. Warrants to purchase 1,089 shares of Common Stock issued to Perseus A/R Fund, warrants to purchase 1,014 shares of Common Stock issued to Perseus Market Opportunity and warrants to purchase 397 shares of Common Stock issued to CS Co-Investment. These warrants were issued in connection with the Merger in exchange for (i) warrants to purchase 10,894 shares of CSI Common Stock issued to Perseus A/R Fund, (ii) warrants to purchase 3,966 shares of CSI Common Stock issued to CS Co-Investment and (iii) warrants to purchase 10,140 shares of CSI Common Stock issued to Perseus Market Opportunity for $1.75 per share. One-fourth of these warrants vested on October 24, 2003 and the remaining vest proportionately over the next 36 months, with all warrants being fully vested on October 24, 2006.

7. Warrants to purchase 4,358 shares of Common Stock issued to Perseus A/R Fund, warrants to purchase 4,056 shares of Common Stock issued to Perseus Market Opportunity and warrants to purchase 1,586 shares of Common Stock issued to CS Co-Investment. These warrants were issued in connection with the Merger in exchange for (i) warrants to purchase 43,577 shares of CSI Common Stock issued to Perseus A/R Fund, (ii) warrants to purchase 40,558 shares of CSI Common Stock issued to CS Co-Investment and (iii) warrants to purchase 15,865 shares of CSI Common Stock issued to Perseus Market Opportunity for $4.61 per share. One-fourth of these warrants vested on September 17, 2004 and the remaining vest proportionately over the next 36 months, with all warrants being fully vested on September 17, 2007.

8. Perseus Market Opportunity Partners, L.P. is the general partner of Perseus Market Opportunity. Perseus Market Opportunity Partners GP, L.L.C. is the general partner of Perseus Market Opportunity Partners, L.P. Perseus, L.L.C. is the sole member of Perseus Market Opportunity Partners GP, L.L.C. Perseuspur, L.L.C. is the sole member of Perseus, L.L.C. Perseus Acquisition/Recapitalization Management, L.L.C. ("Perseus Management") is the managing member of Perseus A/R Fund and the general partner of CS Co-Investment. Perseuspur, L.L.C. is the managing member of Perseus Management.

9. The Reporting Person is the Chairman, President, Chief Executive Officer and managing member of Perseuspur, L.L.C. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting Person may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.

	/s/ Rodd Macklin, Attorney-in-Fact for Frank H. Pearl	09/01/2005
	** Signature of Reporting Person	Date
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