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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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, LLC 2099 PENNSYLVANIA AVE., N.W. SUITE 900 (Street) WASHINGTON DC 20006 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CARDIAC SCIENCE INC [ DFIB ]	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) 07/20/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/20/2004		P		2,109,705	A	$2.37(1)	2,109,705	I	See footnotes(2)(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Warrant	$2.84	07/20/2004		J		843,882		07/20/2004	05/30/2009(4)	Common Stock	843,882	(1)	843,882	I	See footnotes(2)(3)

Explanation of Responses:

1. On July 20, 2004, Perseus Market Opportunity Fund, L.P. ("Perseus Market Opportunity") purchased 2,109,705 shares of Common Stock for $5,000,000.85. No consideration was paid for the warrant to purchase 843,882 shares of Common Stock that was issued by the Issuer to Perseus Market Opportunity.

2. Owned by Perseus Market Opportunity. Perseus Market Opportunity Partners, L.P. is the general partner of 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 managing member of Perseus Market Opportunity Partners GP, L.L.C. Perseus MF, L.L.C. is the managing member of Perseus, L.L.C. Rappahannock Investment Company is the managing member of Perseus MF, L.L.C. The Reporting Person is the Chairman, President, Chief Executive Officer and majority shareholder of Rappahannock Investment Company. As such, the Reporting Person may be deemed an affiliate of Perseus Market Opportunity and to beneficially own the shares held by Perseus Market Opportunity.

3. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting Person is deemed to be beneficial owner of the securities owned by Perseus Market Opportunity only to the extent of the greater of his direct or indirect interest in the profits or capital account of Perseus Market Opportunity. 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 owned by Perseus Market Opportunity in excess of such amount.

4. In the event that a filing under the Hart-Scott-Radio Antitrust Improvements Act of 1976, as amended ("HSR"), is required to be made before certain shares of Common Stock may be issued upon exercise of the warrants, then 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 HSR (and any extension thereof).

Remarks:

Exhibit List: Exh. 21 Power of Attorney of Frank H. Pearl in favor of Rodd Macklin.

	/s/ Rodd Macklin, Attorney-in-Fact for Frank H. Pearl	07/22/2004
	** Signature of Reporting Person	Date
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