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*
JAEGER WILFRED E
(Last) (First) (Middle)
C/O THREE ARCH PARTNERS
3200 ALPINE RD
(Street)
PORTOLA VALLEY CA 94028
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NORTH AMERICAN SCIENTIFIC INC [ NASM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2008
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 17,913,296 I See Footnote(1)
Common Stock 395,528 I See Footnote(2)
Common Stock 26,223,495 I See Footnote(3)
Common Stock 1,239,739 I See Footnote(4)
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
Stock Option $1.23 04/29/2008 D 15,000 (5) 06/05/2017 Common Stock 15,000 $0 0(6) D
Nonqualified Stock Option (Right to Buy) $2.03 04/29/2008 D 25,000 (7) 06/13/2016 Common Stock 25,000 $0 0(6) D
Stock Option $0.33 04/29/2008 A 50,000 04/29/2009 04/29/2015 Common Stock 50,000 $0 50,000 D
Stock Option $0.42 04/29/2008 A 150,000 (8) 04/29/2015 Common Stock 150,000 $0 150,000 D
Explanation of Responses:
1. The reportable securities are owned directly by Three Arch Partners IV, L.P. Three Arch Management IV, L.L.C. is the general partner of Three Arch Partners IV, L.P. Three Arch Management IV, L.L.C. disclaims beneficial ownership of these securities and this report shall not be deemed an admission that Three Arch Management IV, L.L.C. is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Mark A. Wan ("Wan"), Wilfred E. Jaeger ("Jaeger"), and Barclay Nicholson ("Nicholson"), are managing members of Three Arch Management IV, L.L.C. Each of Wan, Jaeger, and Nicholson disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 except to the extent of his or her pecuniary interest therein.
2. The reportable securities are owned directly by Three Arch Associates IV, L.P. Three Arch Management IV, L.L.C. is the general partner of Three Arch Associates IV, L.P. Three Arch Management IV, L.L.C. disclaims beneficial ownership of these securities and this report shall not be deemed an admission that Three Arch Management IV, L.L.C. is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Wan, Jaeger, and Nicholson are managing members of Three Arch Management IV, L.L.C. Each of Wan, Jaeger, and Nicholson disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 except to the extent of his or her pecuniary interest therein.
3. The reportable securities are owned directly by Three Arch Capital, L.P. TAC Management, L.L.C. is the general partner of Three Arch Capital, L.P. TAC Management, L.L.C. disclaims beneficial ownership of these securities and this report shall not be deemed an admission that TAC Management, L.L.C. is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Wan, Jaeger, and Nicholson are managing members of TAC Management, L.L.C. Each of Wan, Jaeger, and Nicholson disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 except to the extent of his or her pecuniary interest therein.
4. The reportable securities are owned directly by TAC Associates, L.P. TAC Management, L.L.C. is the general partner of TAC Associates, L.P. TAC Management, L.L.C. disclaims beneficial ownership of these securities and this report shall not be deemed an admission that TAC Management, L.L.C. is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Wan, Jaeger, and Nicholson are managing members of TAC Management, L.L.C. Each of Wan, Jaeger, and Nicholson disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 except to the extent of his or her pecuniary interest therein.
5. The stock option became exercisable in three equal annual installments commencing June 5, 2008.
6. In exchange for a new single option to purchase 150,000 shares of common stock having an exercise price of $0.42, the reporting person agreed to cancellation of options granted to him on June 14, 2006 and June 5, 2007.
7. The stock option became exercisable in three equal annual installments commencing June 14, 2007.
8. The stock option vests in twelve equal quarterly installments following April 29, 2008.
Remarks:
All numbers shown are as of the transaction date April 29, 2008 without giving effect to the 1-for-5 reverse stock split effective on May 1, 2008.
Barclay Nicholson, Authorized Signatory 04/30/2008
** 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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