SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* MERRILL LYNCH & CO INC (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/09/2004	3. Issuer Name and Ticker or Trading Symbol DIGIRAD CORP [ DRAD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,194	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series G Preferred	(1)	(1)	Common Stock	971,038	(1)	I	By Merrill Lynch Ventures L.P. 2001(2)
Series H Preferred	(1)	(1)	Common Stock	698,057	(1)	I	By Merrill Lynch Ventures L.P. 2001(2)
Common Stock Warrant	01/25/2002	01/25/2007	Common Stock	12	1,050	I	By Merrill Lynch Ventures L.P. 2001(2)

Explanation of Responses:

1. Immediately following the closing of the initial public offering of the Issuer's Common Stock, all outstanding shares of Preferred Stock will be automatically converted into shares of the Issuer's Common Stock for no additional consideration.

2. The Reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person was the benefical owner of such securities for purposes of Section 16 or for any other purpose. All such shares were held of record by a partnership for which a subsidiary of the Reporting Person acts as general partner.

Remarks:

	Frank J. Marinaro, Attorney-in-Fact	06/09/2004
	** 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 5 (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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                                POWER OF ATTORNEY
         To Prepare and Execute Documents Pursuant to Sections 13 and 16
               of the Securities Exchange Act of 1934, as Amended,
                    and Rules Thereunder, by and on Behalf of

                            MERRILL LYNCH & CO., INC.

         Know all by these presents, that the undersigned hereby constitutes and
appoints Frank J. Marinaro and Katherine Hudson Zrike each individually its true
and lawfully attorney-in-fact to:

         (1) prepare and executed for and on behalf of the undersigned, any and
all forms, schedules, reports and other documents relating to Merrill Lynch &
Co., Inc.'s direct or indirect ownership of securities that are required to be
filed with the United States Securities and Exchange Commission pursuant to
Section 13 and 16 of the Securities Exchange Act of 1934, as amended, and the
rules thereunder (collectively, the "Exchange Act");

         (2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to comply with the requirements
of Sections 13 and 16 of the Exchange Act including, but not limited to,
executing documents required by said sections of the Exchange Act and effecting
the timely filing thereof with the United States Securities and Exchange
Commission and any other authority; and

         (3) take any other action of any type whatsoever in connection With the
foregoing which in the opinion of each such 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 each 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 each such attorney-in-fact may
approve in his or her 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 each such
attorney-in-fact might or could do if personally present, hereby ratifying and
confirming all that each such attorney-in-fact shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers heroin
granted. The undersigned acknowledges that the foregoing attorney-In-fact, In
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Sections 13 or 16 of the
txchange Act.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 6th day of February 2001.


                                   MERRILL LYNCH & CO., INC.


                                   By: /s/ Barry S. Friedberg
                                       ---------------------------------------
                                       Barry S. Friedberg
                                       Executive Vice President



                                POWER OF ATTORNEY
         To Prepare and Execute Documents Pursuant to Sections 13 and 16
               of the Securities Exchange Act of 1934, as Amended,
                    and Rules Thereunder, by and on Behalf of

                            MERRILL LYNCH GROUP, INC.

         Know all by these presents, that the undersigned hereby constitutes and
appoints Frank J. Marinaro and Katherine Hudson Zrike each individually its true
and lawfully attorney-in-fact to:

         (1) prepare and executed for and on behalf of the undersigned, any and
all forms, schedules, reports and other documents relating to Merrill Lynch
Group, Inc.'s direct or indirect ownership of securities that are required to be
filed with the United States Securities and Exchange Commission pursuant to
Section 13 and 16 of the Securities Exchange Act of 1934, as amended, and the
rules thereunder (collectively, the "Exchange Act");

         (2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to comply with the requirements
of Sections 13 and 16 of the Exchange Act including, but not limited to,
executing documents required by said sections of the Exchange Act and effecting
the timely filing thereof with the United States Securities and Exchange
Commission and any other authority; and

         (3) take any other action of any type whatsoever in connection With the
foregoing which in the opinion of each such 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 each 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 each such attorney-in-fact may
approve in his or her 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 each such
attorney-in-fact might or could do if personally present, hereby ratifying and
confirming all that each such attorney-in-fact shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers heroin
granted. The undersigned acknowledges that the foregoing attorney-In-fact, In
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Sections 13 or 16 of the
txchange Act.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 7th day of February 2001.


                                   MERRILL LYNCH GROUP, INC.


                                   By: /s/ Stanley Schaefer
                                       ---------------------------------------
                                       Stanley Schaefer
                                       Vice President

Name and address of other reporting person:
Merrill Lynch Ventures, LLC
4 World Financial Center
New York, NY 10080

 

(1)     The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person was the beneficial owner of such securities for purposes of Section 16 or for any other purpose. All such shares were held of record by a partnership for which the Reporting Person acts as general partner.

(2)     All of the Preferred Stock of the Issuer held, directly or indirectly, by the Reporting Person as of the date hereof, automatically convert into common stock of the Issuer upon the closing of the Issuer's initial public offering, in each case into the number of shares of common stock listed in column 3, which is obtained by multiplying by the number of Preferred Stock by the conversion rate listed in column 4. Such automatic conversion upon the Issuer's initial public offering is for no additional consideration.

(3)     1-for-3.5

(4)     Immediate

By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Vice President

1

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Name and address of other reporting person:
Merrill Lynch Group, Inc.
4 World Financial Center
New York, NY 10080

(1)     The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person was the beneficial owner of such securities for purposes of Section 16 or for any other purpose. All such shares were held of record by a partnership for which a subsidiary of the Reporting Person acts as general partner.

(2)      All of the Preferred Stock of the Issuer held, directly or indirectly, by the Reporting Person as of the date hereof, automatically convert into common stock of the Issuer upon the closing of the Issuer's initial public offering, in each case into the number of shares of common stock listed in column 3, which is obtained by multiplying by the number of Preferred Stock by the conversion rate listed in column 4. Such automatic conversion upon the Issuer's initial public offering is for no additional consideration.

(3)      1-for-3.5

(4)      Immediate

By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Attorney-in-Fact

2

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Name and address of other reporting person:
Merrill Lynch Ventures L.P. 2001
4 World Financial Center
New York, NY 10080

(1)      All of the Preferred Stock of the Issuer held, directly or indirectly, by the Reporting Person as of the date hereof, automatically convert into common stock of the Issuer upon the closing of the Issuer's initial public offering, in each case into the number of shares of common stock listed in column 3, which is obtained by multiplying by the number of Preferred Stock by the conversion rate listed in column 4. Such automatic conversion upon the Issuer's initial public offering is for no additional consideration.

(2)      Immediate

(3)      1-for-3.5

By: Merrill Lynch Ventures, LLC

By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Vice President

3

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