X0202 4 2008-02-20 1 0001166463 VISICU INC EICU 0001352878 Sabin Ralph C C/O PACIFIC VENTURE GROUP 114 PACIFICA, SUITE 270 IRVINE CA 92618 1 0 1 0 Common Stock 2008-02-20 4 D 0 2250 12.00 D 0 D Common Stock 2008-02-20 4 D 0 50000 12.00 D 0 D Common Stock 2008-02-20 4 D 0 3119709 12.00 D 0 I See footnote Stock Option 7.70 2008-02-20 4 D 0 2000 4.30 D 2008-02-20 Common Stock 2000 0 D Stock Option 8.10 2008-02-20 4 D 0 4000 3.90 D 2008-02-20 Common Stock 4000 0 D 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. The shares were subject to vesting of 25% on March 21, 2006, 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 Cub, Inc. on the effective date of the merger in exchange for a cash payment of $510,000, representing the difference between the purchase price of the shares and the market value of the Visicu common stock ($12 per share) on the effective date of the merger Includes 3,027,828 shares held by Pacific Venture Group II, L.P. and 91,881 shares held by PVG Associates II, L.P. PVG Equity Partners II, L.L.C. ("PEP II") is the general partner of Pacific Venture Group II, L.P. and PVG Associates II, L.P. The Reporting Person is a director of the Issuer and the managing member of PEP II. In his capacity as managing member of PEP II, the Reporting Person may be deemed a beneficial owner of the securities. The Reporting Person expressly disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. The shares underlying this option vested 100% 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. 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. Gary Sindler, Attorney-in-fact 2008-02-22