Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MIDDLETON FRED A
  2. Issuer Name and Ticker or Trading Symbol
CARDIONET INC [BEAT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
400 SOUTH EL CAMINO REAL, SUITE 1200
3. Date of Earliest Transaction (Month/Day/Year)
03/25/2008
(Street)

SAN MATEO, CA 94402
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 03/25/2008   C   48,909 A (1) 53,604 I See Footnote (2)
Common Stock 03/25/2008   C   4,685 A (3) 58,289 I See Footnote (2)
Common Stock 03/25/2008   C   327,630 A (3) 327,630 I See Footnote (4)
Common Stock 03/25/2008   C   171,611 A (1) 188,086 I See Footnote (5)
Common Stock 03/25/2008   C   16,438 A (3) 204,524 I See Footnote (5)
Common Stock 03/25/2008   C   171,978 A (1) 188,488 I See Footnote (6)
Common Stock 03/25/2008   C   16,474 A (3) 204,962 I See Footnote (6)
Common Stock 03/25/2008   C   163,798 A (3) 163,798 I See Footnote (7)
Common Stock 03/25/2008   C   440,827 A (1) 483,146 I See Footnote (8)
Common Stock 03/25/2008   C   42,227 A (3) 525,373 I See Footnote (8)
Common Stock 03/25/2008   C   26,860 A (3) 26,860 I See Footnote (9)
Common Stock 03/25/2008   C   5,640 A (10) 32,501 I See Footnote (9)
Common Stock 03/25/2008   C   8,506 (11) A $ 3.5 41,007 I See Footnote (9)
Common Stock 03/25/2008   C   11,370 A (12) 52,377 I See Footnote (9)
Common Stock 03/25/2008   C   111,919 A (3) 111,919 I See Footnote (13)
Common Stock 03/25/2008   C   23,503 A (10) 135,422 I See Footnote (13)
Common Stock 03/25/2008   C   35,449 (11) A $ 3.5 170,871 I See Footnote (13)
Common Stock 03/25/2008   C   47,287 A (12) 218,158 I See Footnote (13)

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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 Underlying Securities
(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 of Derivative Security: 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
Series B Convertible Preferred Stock (1) 03/25/2008   C     97,819   (1)   (1) Common Stock 48,909 $ 0 0 I See Footnote (2)
Series C Convertible Preferred Stock (3) 03/25/2008   C     9,370   (3)   (3) Common Stock 4,685 $ 0 0 I See Footnote (2)
Series C Convertible Preferred Stock (3) 03/25/2008   C     655,261   (3)   (3) Common Stock 327,630 $ 0 0 I See Footnote (4)
Series B Convertible Preferred Stock (1) 03/25/2008   C     343,223   (1)   (1) Common Stock 171,611 $ 0 0 I See Footnote (5)
Series C Convertible Preferred Stock (3) 03/25/2008   C     32,877   (3)   (3) Common Stock 16,438 $ 0 0 I See Footnote (5)
Series B Convertible Preferred Stock (1) 03/25/2008   C     343,957   (1)   (1) Common Stock 171,978 $ 0 0 I See Footnote (6)
Series C Convertible Preferred Stock (3) 03/25/2008   C     32,948   (3)   (3) Common Stock 16,474 $ 0 0 I See Footnote (6)
Series C Convertible Preferred Stock (3) 03/25/2008   C     327,596   (3)   (3) Common Stock 163,798 $ 0 0 I See Footnote (7)
Series B Convertible Preferred Stock (1) 03/25/2008   C     881,655   (1)   (1) Common Stock 440,827 $ 0 0 I See Footnote (8)
Series C Convertible Preferred Stock (3) 03/25/2008   C     84,454   (3)   (3) Common Stock 42,227 $ 0 0 I See Footnote (8)
Series C Convertible Preferred Stock (3) 03/25/2008   C     53,721   (3)   (3) Common Stock 26,860 $ 0 0 I See Footnote (9)
Series D Convertible Preferred Stock (3) 03/25/2008   C     11,281   (3)   (3) Common Stock 5,640 $ 0 0 I See Footnote (9)
Warrants to Purchase Series D-1 Convertible Preferred Stock $ 3.5 03/25/2008   C     27,844   (14)   (15) Common Stock 8,506 (10) $ 0 0 I See Footnote (9)
Mandatorily Convertible Preferred Stock (12) 03/25/2008   C     170   (12)   (12) Common Stock 11,370 $ 0 0 I See Footnote (9)
Series C Convertible Preferred Stock (3) 03/25/2008   C     223,839   (3)   (3) Common Stock 111,919 $ 0 0 I See Footnote (13)
Series D Convertible Preferred Stock (3) 03/25/2008   C     47,006   (3)   (3) Common Stock 23,503 $ 0 0 I See Footnote (13)
Warrants to Purchase Series D-1 Convertible Preferred Stock $ 3.5 03/25/2008   C     116,019   (14)   (15) Common Stock 35,449 (10) $ 0 0 I See Footnote (13)
Mandatorily Convertible Preferred Stock (12) 03/25/2008   C     707   (12)   (12) Common Stock 47,287 $ 0 0 I See Footnote (13)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MIDDLETON FRED A
400 SOUTH EL CAMINO REAL
SUITE 1200
SAN MATEO, CA 94402
  X   X    

Signatures

 /s/ Doreen Roberts, Corporate Secretary, by power of attorney   03/26/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each 2 shares of Series B Convertible Preferred Stock converted into 1 share of the Issuer's common stock upon the closing of the initial public offering for no additional consideration and had no expiration date.
(2) By Sanderling [Feri Trust] Venture Partners IV, L.P. Fred Middleton, a member of the Issuer's board of directors is a general partner of Middleton-McNeil Investment Partners IV, L.P. the sole general partner of Sanderling [Feri Trust] Venture Partners IV, L.P. and has voting and investment power over the shares held by Sanderling [Feri Trust] Venture Partners IV, L.P. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(3) Each 2 shares of Series C Convertible Preferred Stock converted into 1 share of the Issuer's common stock upon the closing of the initial public offering for no additional consideration and had no expiration date.
(4) By Sanderling IV Biomedical Co-Investment Fund, L.P. Fred Middleton, a member of the Issuer's board of directors is a managing director of Middleton, McNeil & Mills Associates IV, LLC the sole general partner of Sanderling IV Biomedical Co-Investment Fund, L.P. and has voting and investment power over the shares held by Sanderling IV Biomedical Co-Investment Fund, L.P. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(5) By Sanderling IV Biomedical, L.P. Fred Middleton, a member of the Issuer's board of directors is a managing director of Middleton, McNeil & Mills Associates IV, LLC the sole general partner of Sanderling IV Biomedical, L.P. and has voting and investment power over the shares held by Sanderling IV Biomedical, L.P. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(6) By Sanderling IV Limited Partnership. Fred Middleton, a member of the Issuer's board of directors is a general partner of Middleton-McNeil IV, L.P. the sole general partner of Sanderling IV Limited Partnership and has voting and investment power over the shares held by Sanderling IV Limited Partnership. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(7) By Sanderling Venture Partners IV Co-Investment Fund, L.P. Fred Middleton, a member of the Issuer's board of directors is a managing director of Middleton, McNeil & Mills Associates IV, LLC the sole general partner of Sanderling Venture Partners IV Co-Investment Fund, L.P and has voting and investment power over the shares held by Sanderling Venture Partners IV Co-Investment Fund, L.P. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(8) By Sanderling Venture Partners IV, L.P. Fred Middleton, a member of the Issuer's board of directors is a general partner of Middleton-McNeil Associates IV, L.P. the sole general partner of Sanderling Venture Partners IV, L.P. and has voting and investment power over the shares held by Sanderling Venture Partners IV, L.P. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(9) By Sanderling V Beteilingungs GmbH & Co KG. Fred Middleton, a member of the Issuer's board of directors is a managing director of Middleton, McNeil & Mills Associates V, LLC the sole general partner of Sanderling V Beteilingungs GmbH & Co KG and has voting and investment power over the shares held by Sanderling V Beteilingungs GmbH & Co KG. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(10) Each 2 shares of Series D Convertible Preferred Stock converted into 1 share of the Issuer's common stock upon the closing of the initial public offering for no additional consideration and had no expiration date.
(11) Warrants were net exercised resulting in fewer shares being issued than if the exercise price had been paid for with cash.
(12) Each share of Mandatorily Convertible Preferred Stock converted into 66.88 share of the Issuer's common stock upon the closing of the initial public offering for no additional consideration and had no expiration date.
(13) By Sanderling V Biomedical Co-Investment Fund L.P. Fred Middleton, a member of the Issuer's board of directors is a managing director of Middleton, McNeil & Mills Associates V, LLC the sole general partner of Sanderling V Biomedical Co-Investment Fund L.P and has voting and investment power over the shares held by Sanderling V Biomedical Co-Investment Fund L.P. Mr. Middleton disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(14) Warrants became exercisable on March 8, 2007.
(15) Warrants to purchase Series D-1 Convertible Preferred were automatically net exercised immediately prior to the closing of the Issuer's initial public offering. Each 2 shares of Series D-1 Convertible Preferred Stock converted into 1 share of the Issuer's common stock upon the closing of the initial public offering for no additional consideration and had no expiration date.
 
Remarks:
Exhibit 24.1 Power of Attorney

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