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^*

NOONAN TERRENCE A

(Last)

(First)

(Middle)

C/O ENDOCARE, INC.

201 TECHNOLOGY DRIVE

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENDOCARE INC [ ENDO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2009

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⁽¹⁾	04/06/2009		M		16,669⁽¹⁾	A	⁽¹⁾	16,669	D
Common Stock⁽²⁾	04/06/2009		M		9,203⁽²⁾	A	⁽²⁾	25,872	D

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)
Deferred Stock Units⁽³⁾	⁽³⁾	04/06/2009		M			16,669	04/06/2009	04/06/2009	Common Stock	16,669	⁽³⁾	24,141⁽⁴⁾	D
Restricted Stock Units⁽⁵⁾	⁽⁵⁾	04/06/2009		M			9,203	04/06/2009	04/06/2009	Common Stock	9,203	⁽⁵⁾	0	D

Explanation of Responses:

1. April 6, 2009 was the "payout date" for a total of 16,669 shares underlying Mr. Noonan's deferred stock units (DSUs), as a result of Mr. Noonan's resignation from Endocare's Board of Directors on that date.

2. April 6, 2009 was the "payout date" for a total of 9,203 shares underlying Mr. Noonan's restricted stock units (RSUs), as a result of Mr. Noonan's resignation from Endocare's Board of Directors on that date. 2,061 of these RSUs were vested prior to Mr. Noonan's resignation. The Board of Directors decided to accelerate the vesting of the remaining 7,142 RSUs upon Mr. Noonan's resignation. These 7,142 RSUs would otherwise have vested on May 15, 2009.

3. Each DSU reflects the right to receive one share of Endocare's common stock upon the "payout date" applicable to such DSU.

4. The shares underlying the remaining 24,141 DSUs are to be issued on December 31, 2009.

5. Each RSU reflects the right to receive one share of Endocare's common stock upon the "payout date" applicable to such RSU.

	/s/ Clint B. Davis, as attorney-in-fact	04/08/2009
	** 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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