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
                                                                                  
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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 *

LOOMIS STEVE 		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)
VP Operations, CFO, Secretary
(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)    57214   D $1.35   0   D  
 
Common Stock   8/14/2009     D (1)    1857   D $1.35   0   I   (2) By Trust  

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         5714    10/20/2007   (3) 10/20/2015   Common Stock   5714   $0   0   D  
 
Employee Stock Option (Right to Buy)   $6.30   8/14/2009     D         171    10/17/2006   (3) 10/17/2016   Common Stock   171   $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)  Trustee for the Loomis Family Trust dated 11/13/94.
( 3)  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
LOOMIS STEVE
C/O CARDIODYNAMICS INTERNATIONAL CORP.
6175 NANCY RIDGE DRIVE, SUITE 300
SAN DIEGO, CA 92121

VP Operations, CFO, Secretary

Signatures
/s/ Stephen P. Loomis 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.
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 control number.
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