Edgar Filing: JOHNSON TIM C

SEC Form 5

FORM 5

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b).

[ ] Form 3 Holdings Reported

[ ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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(f) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Johnson, Tim C.

(Last) (First) (Middle)

c/o Natus Medical Incorporated

1501 Industrial Road

(Street)

San Carlos, CA 94070

(City) (State) (Zip)

2. Issuer Name
and Ticker or Trading Symbol

Natus Medical Incorporated
BABY

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
Month/Year

12/31/2002

5. If Amendment,
Date of Original
(Month/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

X Director 10% Owner

X Officer (give title below) Other (specify below)

Description Chief Executive Officer, COO and President

7. 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) Amount / A/D / Price	5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/30/2002	04/30/2002	M	1,748 (1) / A / $4.038
Common Stock	08/29/2002	08/29/2002	G	6,000 (2) / D / $
Common Stock	08/29/2002	08/29/2002	G	6,000 (2) / D / $
Common Stock	08/29/2002	08/29/2002	G	6,000 (2) / D / $
Common Stock	08/29/2002	08/29/2002	G	6,000 (2) / A / $
Common Stock	08/29/2002	08/29/2002	G	6,000 (2) / A / $
Common Stock	08/29/2002	08/29/2002	G	6,000 (2) / A / $	27,600	I	By self for children
Common Stock	10/31/2002	10/31/2002	M	2,352 (1) / A / $2.975	250,698	D

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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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)

A or D

6. Date Exercisable(DE) and
Expiration Date(ED)
(Month/Day/Year)

DE / ED

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

Title / Amount or Number of Shares

8. Price
    of
    Derivative
    Security
    (Instr.5)

9. Number of
    Derivative
    Securities
    Beneficially
    Owned
    at End of Year
    Reported
    Transaction(s)
    (Instr.4)

10. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Explanation of Responses:

(1) Shares issued pursuant to the Issuer's Employee Stock Purchase Plan.

(2) Shares held by Mr. Johnson's minor children.

By:	Date:
/s/ Tim C. Johnson	02/11/2003
Tim C. Johnson, Chief Executive Officer, COO & President
** Signature of Reporting Person	SEC 2270 (09-02)
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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.