X0202 3 2006-04-04 0 0001166463 VISICU INC EICU 0001219015 CLARKE JOHN K C/O CARDINAL PARTNERS 221 NASSAU STREET PRINCETON NJ 08542 1 0 1 0 Common Stock 50000 D Series A Convertible Preferred Stock Common Stock 3000000 I See Footnote Series B Convertible Preferred Stock Common Stock 729927 I See Footnote Series C Convertible Preferred Stock Common Stock 36496 I See Footnote Immediately following the closing of the intitial public offering of the Issuer's Common Stock, all outstanding shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock will be automatically converted into shares of the Issuer's Commmon Stock. Not Applicable. One share of Preferred Stock (including any of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock) is convertible into one share of the Issuer's Common Stock. The Reporting Person is a Director of the Issuer and a Managing member of Cardinal Health Partners Management, L.L.C. which is the general partner of Cardinal Health Partners, L.P. (the "Fund"). The shares reported are owned directly by the Fund. The shares reported are owned indirectly by the Reporting Person named herein, who disclaims benefical ownerhsip except to the extent of his pecuniary intert therein. /s/ Gary Sindler, Attorney-in-fact 2006-04-04