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, Section 17(a) of the Public Utility Holding Company Act of
1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
David Nierenberg
The D3 Family Fund
19605 NE 8th St.
Camas, WA 98607
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)
N/A
4. Statement for Month/Year
3/21/03
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
/X/ Director
/ / Officer (give title below)
/ / 10% Owner
/ / Other (specify below) N/A
___________________
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 1 -- Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
1. Title of Security (Instr. 3)
Common Stock
2. Transaction Date(s) (Month/Day/Year)
All 3/21/03
3. Transaction Code (Instr. 8)
All J
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Date Amount(Shares) (A) or (D) Price per share
--------- -------------- ---------- ---------------
i. 3/21/03 273,004 D
x. 3/21/03 30,857 D
xi. 3/21/03 239,050 A
xii. 3/21/03 30,857 A
xii. 3/21/03 33,954 A
5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)
997,999 (1) (6.1%)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
i. D: 584,396 by D3
ii. D 18,587 by The Nierenberg Family 1993 Trust
19605 N.E. 8th Street, Camas, Washington 98607
iii. I: 22,600 by Haredale, Ltd.
P.O. Box N-4465, Nassau, New Providence,
The Bahamas
iv. I: 10,700 by James Henry Hildebrandt
c/o Bain & Company, Tenth Floor, One Pacific
Place, 88 Queensway,Hong Kong
v. I: 6,300 by Toxford Corporation
P.O. Box 3048, St. Andrews House, Le Bordage,
St. Peter Port, Guernsey, Channel Islands,
British Isles
vi. I: 20,000 by Olivier & Karen Roux
Talisman Management Ltd.
37 Ixworth Place, London SW3, England
vii. I: 1,500 by Henry Hooper
19605 N.E. 8th Street, Camas, Washington 98607
viii. I: 4,500 by Bruno Tiphine
92 Fellows Road, London NW3 3JG, England
ix. I: 7,500 by Rita & Bruno Tiphine
92 Fellows Road, London NW3 3JG, England
x. I: 0 by The David and Patricia Nierenberg 1993
Irrevocable Trust, 6/11/93,
Lawrence K. Orr, Trustee
xi. D: 239,050 by The D3 Family Retirement Fund, LP
19605 N.E. 8th Street, Camas, Washington 98607
xii. D: 64,811 by The D3 Children's Fund, LP
19605 N.E. 8th Street, Camas, Washington 98607
7. Nature of Indirect Beneficial Ownership (Instr. 4)
Mr. Nierenberg has sole voting and dispositive power over the
shares listed.
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(1) Each of these transactions represents a change in the form of ownership of
the issuer's securities by the reporting person and not an acquisition or sale
of any shares of the issuer for value. In prior reports, the reporting person
reported beneficial ownership of 857,400 shares held by The D3 Family Fund, LP.
The D3 Family Fund LP distributed pro rata to certain limited partners a total
of 273,004 shares of the issuer. These limited partners of The D3 Family Fund
then contributed their distributed shares of the issuer to The D3 Family
Retirement Fund, LP and The D3 Children's Fund, LP in the amounts of 239,050 and
33,954 shares, respectively. In prior reports, the reporting person reported
beneficial ownership of 30,857 shares of the issuer held by The David and
Patricia Nierenberg 1993 Irrevocable Trust (the "Trust"). The Trust contributed
its 30,857 shares of the issuer to The D3 Children's Fund, LP of which it is now
a limited partner.
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)
Stock options for non-employee directors
2. Conversion or Exercise Price of Derivative Security
N/A
3. Transaction Date (Month/Day/Year)
N/A
4. Transaction Code (Instr. 8)
N/A
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
N/A
6. Date Exercisable and Expiration Date (Month/Day/Year)
N/A
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Common stock
8. Price of Derivative Security (Instr. 5)
$4.15 -- $11.00
9. Number of Derivative Securities Beneficially Owned at End of Month
(Instr. 4)
40,000
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
30,000 D
10,000 I
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options owned by The D3 Family Fund, L.P. for whom
Mr. Nierenberg is the President and General Partner.
Explanation of Responses:
N/A
/s/ DAVID NIERENBERG 3/24/03
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** Signature of Reporting Person Date
**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 provided is insufficient, see Instruction 6 for procedure.
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