- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * Brooks Donald J.	2. Issuer Name and Ticker or Trading Symbol CARDIODYNAMICS INTERNATIONAL CORP [ CDIC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Chief Technology Officer
(Last)          (First)          (Middle) C/O CARDIODYNAMICS INTERNATIONAL CORP., 6175 NANCY RIDGE DRIVE, SUITE 300	3. Date of Earliest Transaction (MM/DD/YYYY) 8/14/2009
(Street) SAN DIEGO, CA 92121 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	8/14/2009		D (1)		33428	D	$1.35	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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
Employee Stock Option (Right to Buy)	$8.33	8/14/2009		D			1428	10/20/2007   (2)	10/20/2015	Common Stock	1428	$0	0	D
Employee Stock Option (Right to Buy)	$8.61	8/14/2009		D			2142	1/31/2010   (2)	1/3/2016	Common Stock	2142	$0	0	D
Employee Stock Option (Right to Buy)	$3.01	8/14/2009		D			42	9/7/2007   (2)	9/7/2017	Common Stock	42	$0	0	D

Explanation of Responses:
( 1)	Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 9, 2009, by and among the Issuer, SonoSite, Inc. and Canada Acquisition Corp., each share of the Issuer's common stock outstanding immediately prior to the effectiveness of the merger on August 14, 2009 was cancelled and converted into the right to receive $1.35 in cash. Shares of restricted common stock held by the reporting person converted into the right to receive $1.35 in cash, subject to the same vesting schedule as the underlying restricted shares, which will be accelerated if the reporting person remains employed with SonoSite for a transitional period following the merger.
( 2)	Pursuant to the Merger Agreement, this option was cancelled and no payment or other distribution was received because the exercise price per share exceeded the $1.35 per share merger consideration.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Brooks Donald J. C/O CARDIODYNAMICS INTERNATIONAL CORP. 6175 NANCY RIDGE DRIVE, SUITE 300 SAN DIEGO, CA 92121			Chief Technology Officer

Signatures
/s/ Stephen P. Loomis, Attorney in Fact		8/14/2009
** 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.
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