SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to us with
respect to the beneficial ownership of our common stock as of March 1, 2004, by:
• each person known to the board of directors to own beneficially 5% or more
of our common stock;
• each of our directors;
• each of the executive officers named in the summary compensation table; and
• all of our current directors and executive officers as a group.
Percent of Shares Beneficially Owned
Number of Shares Percent of
Name of Beneficial Owner Beneficially Owned(1) Outstanding Shares
--------------------------------------------- ----------------------------------- ----------------------------
Westfield Capital Management Co. LLC(2) One 1,474,000 12.0%
Financial Center, 23rd Floor
Boston, MA 02111
Philips Electronics North America 1,394,024 11.4%
Corporation(3) 1251 Avenue of the Americas
New York, New York 10020
J.F. Shea Company, Inc.(4) 644 Brea Canyon 1,329,522 10.8%
Road
Walnut, CA 91789
Wells Fargo & Company(5) 420 Montgomery 1,133,275 9.2%
Street
San Francisco, CA 94163
Peter B. Cannell & Co. Inc.(6) 645 Madison 1,008,100 8.2%
Avenue, 8th Floor
New York, NY 10022
Ruediger Naumann-Etienne(7) 543,467 4.3%
John R. Hinson(8) 468,148 3.7%
Michael K. Matysik(9) 119,174 1.0%
John R. Serino(10) 64,254 *
Darryl R. Lustig(11) 6,321 *
Harvey N. Gillis(12) 19,583 *
W. Robert Berg(13) 21,583 *
Jue-Hsien Chern(14) 10,000 *
All directors and executive officers (11 1,669,538 13.6%
persons)(15)
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* Less than one percent.
(1) Beneficial ownership is determined in accordance with Rule 13d-3 under the
Securities Exchange Act. In computing the number of shares beneficially
owned by a person or a group and the percentage ownership of that person or
group, shares of our common stock subject to options currently exercisable
or exercisable within 60 days after March 1, 2004 are deemed outstanding,
but are not deemed outstanding for the purpose of computing the percentage
ownership of any other person. As of March 1, 2004, we had 12,263,664 shares
of common stock outstanding. Except as otherwise indicated in the footnotes
to this table and subject to applicable community property laws, each
shareholder named in the table has sole voting and investment power with
respect to the number of shares listed opposite the shareholder's name.
Unless otherwise indicated, the address of each of the individuals and
entities named below is: c/o Quinton Cardiology Systems, Inc., 3303 Monte
Villa Parkway, Bothell, Washington 98021.
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(2) Beneficial ownership of shares as reported on Schedule 13G filed with the
Securities and Exchange Commission on September 6, 2002.
(3) Beneficial ownership of shares as reported on Schedule 13D/ A filed with the
Securities and Exchange Commission on April 28, 2003. The 13D/ A reports
that Philips Electronics North America Corporation ("PENAC") is a
wholly-owned subsidiary of Philips Holding USA Inc. ("PHUSA"), which, in
turn is a wholly-owned subsidiary of Koninklijke Philips Electronics N.V.
("KPENV"). PENAC is the direct beneficial owner of 1,394,024 shares of
common stock. PHUSA and KPENV may be deemed to beneficially own
1,394,024 shares of common stock.
(4) Beneficial ownership of shares as reported on Schedule 13G filed with the
Securities and Exchange Commission on November 14, 2002. The Schedule 13G
reports each of Edmond H. Shea, Jr., John F. Shea, Peter O. Shea, Jr., and
James G. Shontere as having shared voting power for 1,329,522 shares of
common stock and shared dispositive power for 1,329,522 shares of common
stock. The filing persons (except for J. F. Shea Company, Inc.) disclaim
beneficial ownership of the securities being reported and disclaim group
status. Also, all reporting persons disclaim beneficial ownership of an
additional 22,443 shares of common stock, which the reporting persons
acquired directly or indirectly as nominee for another investor.
(5) Beneficial ownership of shares as reported on Schedule 13G/ A filed with the
Securities and Exchange Commission on February 9, 2004. The Schedule 13G/ A
reports each of Wells Fargo & Company and Wells Capital Management
Incorporated owns in the aggregate 1,133,275 shares. The Schedule 13G/ A
also reports that Wells Fargo & Company is a parent holding company and that
Wells Capital Management Incorporated is a registered investment advisor. As
reported in the Schedule 13G/ A, each of Wells Fargo & Company and Wells
Capital Management Incorporated has sole voting power with respect to
1,129,500 shares and sole dispositive power with respect to
1,133,275 shares.
(6) Beneficial ownership of shares as reported on Schedule 13G filed with the
Securities and Exchange Commission on February 4, 2004.
(7) Includes 423,445 shares issuable upon exercise of options which are
currently exercisable or exercisable within 60 days after March 1, 2004.
(8) Includes 252,374 shares issuable upon exercise of options which are
currently exercisable or exercisable within 60 days after March 1, 2004.
(9) Includes 94,790 shares issuable upon exercise of options. which are
currently exercisable or exercisable within 60 days after March 1, 2004.
(10) Includes 53,681 shares issuable upon exercise of options which are currently
exercisable or exercisable within 60 days after March 1, 2004.
(11) Includes 4,374 shares issuable upon exercise of options which are currently
exercisable or exercisable within 60 days after March 1, 2004.
(12) Includes 14,583 shares issuable upon exercise of options which are currently
exercisable or exercisable within 60 days after March 1, 2004.
(13) Includes 14,583 shares issuable upon exercise of options which are currently
exercisable or exercisable within 60 days after March 1, 2004.
(14) Includes 10,000 shares issuable upon exercise of options which are currently
exercisable or exercisable within 60 days after March 1, 2004.
(15) Includes 938,497 shares issuable upon exercise of options which are
currently exercisable or exercisable within 60 days after March 1, 2004.
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