SEC FORM 4 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*
Vector Fund Management II LLC

(Last) (First) (Middle)
1751 LAKE COOK ROAD, SUITE 350

(Street)
DEERFIELD IL 60015

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DIGIRAD CORP [ DRAD ]
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)
06/15/2004
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 06/15/2004 C 928,350 A (1) 929,312 I By Vector Later-Stage Equity Fund, L.P.(2)
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
Series G Preferred Stock (1) 06/15/2004 C 783,008 (1) (1) Common Stock 738,008 (1) 0 I By Vector Later-Stage Equity Fund, L.P.(2)
Series H Preferred Stock (1) 06/15/2004 C 145,342 (1) (1) Common Stock 145,342 (1) 0 I By Vector Later-Stage Equity Fund, L.P.(2)
Explanation of Responses:
1. All of the Preferred Stock automatically converted into Common Stock immediately upon the closing of the Issuer's initial public offering, for no additional consideration.
2. Reporting Person is the general partner of Vector Later-Stage Equity Fund, L.P. Reporting Person disclaims beneficial ownership of the shares held by Vector Later-Stage Equity Fund, L.P., except to the extent of any indirect pecuniary interest in its distributive share therein.
Remarks:
Vera P. Pardee, Attorney-in-Fact 06/15/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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                                POWER OF ATTORNEY
                                -----------------


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Vera P. Pardee and Todd P. Clyde, and each of them, his
true and lawful attorney-in-fact to:

                  1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Digirad Corporation (the
"Company"), any and all Forms 3, 4 and 5 required to be filed by the undersigned
in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;

                  2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and

                  3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of the attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned, pursuant to this Power of Attorney, shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may
 approve
in his discretion.

                  The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary, and proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that no such attorney-in-fact, in serving
in such capacity at the request of the undersigned, is hereby assuming, nor is
the Company hereby assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities and Exchange Act of 1934.

                  This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in the securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact.

                  IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of the 9th day of June, 2004.


                                        /s/ Douglas Reed, MD 
                                        -------------------------------------
                                        Signature

                                        Douglas Reed, MD 
                                        -------------------------------------
                                        Print Name