X0303 4/A 2010-04-15 2010-04-15 0 0001323115 Cardiac Science CORP CSCX 0000927752 PEARL FRANK H 2099 PENNSYLVANIA AVENUE NW SUITE 900 WASHINGTON DC 20006 1 0 1 0 0001488121 Perseus Acquisition/Recapitalization Fund, L.L.C. 2099 PENNSYLVANIA AVENUE NW SUITE 900 WASHINGTON DC 20006 1 0 1 0 0001488120 Perseus Acquisition/Recapitalization Management, L.L.C. 2099 PENNSYLVANIA AVENUE NW SUITE 900 WASHINGTON DC 20006 1 0 1 0 Common Stock 2010-04-15 4 S 0 56970 1.9373 D 2774315 I See footnotes Shares of Common Stock of the issuer that were sold by Jefferies & Company, Inc. (Jefferies) on behalf of Perseus Acquisition/Recapitalization Fund, L.L.C. (PARF), to satisfy maintenance requirements under a $500,000 margin loan made by Jefferies to PARF, which maintenance requirements were triggered by the issuer's stock price falling below $2 per share. As a result of this sale, the margin loan has been repaid in full. The managing member of PARF is Perseus Acquisition/Recapitalization Management, L.L.C. (PARF Management). Frank H. Pearl is the managing member of PARF Management. Includes shares of Common Stock of the issuer owned by Perseus Market Opportunity Fund, L.P. (PMOF), PARF and Cardiac Science Co-Investment, L.P. (CS Co-Investment). The general partner of PMOF is Perseus Market Opportunity Partners, L.P. (PMOF LP). The general partner of PMOF LP is Perseus Market Opportunity Partners GP, L.L.C. (PMOF Ultimate GP). Perseus, L.L.C. is the managing member of PMOF Ultimate GP. Perseuspur, L.L.C. is the managing member of Perseus, L.L.C. Frank H. Pearl is the Chairman, President, Chief Executive Officer and managing member of Perseuspur, L.L.C. PARF Management is the general partner of CS Co-Investment. Frank H. Pearl is the managing member of PARF Management. Includes (a) 1,000 shares of unvested restricted stock units that have the contingent right to receive 1,000 shares of Common Stock of the issuer that PARF and PMOF hold indirectly, which 1,000 restricted stock units will vest within the next 60 days and (the Davis Director Stock) (b) 2,000 shares of vested restricted stock units having the right to receive 2,000 shares of Common Stock of the issuer that PARF and PMOF hold indirectly (the Newton Director Stock). The Davis Director Stock was issued by the issuer to Christopher J. Davis, an officer of the managers of PARF and PMOF. Mr. Davis was nominated by the managers of PARF and PMOF to serve as a director of the issuer representing PARF and PMOF and he holds such shares for the benefit of PARF and PMOF. The Newton Director Stock was issued by the issuer to Ray E. Newton III, a former officer of the managers of PARF and PMOF. Mr. Newton had previously been nominated by the managers of PARF and PMOF to serve as a director of the issuer representing PARF and PMOF and he holds such shares for the benefit of PARF and PMOF. PARF and PMOF also indirectly hold: (a) 3,000 unvested restricted stock units held by Mr. Davis for their benefit; (b) 2,000 unvested restricted stock units held by Mr. Newton for their benefit; and (c) 13,750 vested and 3,750 unvested stock options held by Mr. Newton for their benefit. For additional information regarding the shares of Common Stock and restricted stock units held by Messrs. Davis and Newton, please see the Form 4s filed by Mr. Davis on November 9, 2009 and Mr. Newton on May 23, 2008, April 24, 2008 and November 21, 2006, respectively. In addition, PARF holds warrants to purchase 5,447 shares of Common Stock of the issuer; PMOF holds warrants to purchase 5,070 shares of Common Stock of the issuer and CS Co-Investment holds warrants to purchase 1,983 shares of Common Stock of the issuer. For additional information regarding these warrants, please see the Form 4 filed on behalf of Frank H. Pearl, PARF, PMOF and CS Co-Investment on September 1, 2005. By virtue of the control that Frank H. Pearl exercises over PARF, PMOF and CS Co-Investment, pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the Act), this 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 this 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. This Form 4 Amendment is being filed to correct the amount of securities disposed of and the amount of securities beneficially owned following the reported transaction, and to provide additional detail regarding the restricted stock units and stock options held by PARF, PMOF and CS Co-Investment. Teresa Y. Bernstein, Attorney-in-Fact for Frank H. Pearl 2010-04-21