Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Sweeney James M
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2008
3. Issuer Name and Ticker or Trading Symbol
CARDIONET INC [BEAT]
(Last)
(First)
(Middle)
1010 SECOND AVENUE, SUITE 700
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN DIEGO, CA 92101
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 125,050
D
 
Common Stock 599,000 (1)
I
See footnotes (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Stock Option (right to buy)   (3) 04/18/2017 Common Stock 50,000 $ 6.1 D  
Series A Convertible Preferred Stock   (4)   (4) Common Stock 1,000,000 $ (4) I See footnotes (2)
Series B Convertible Preferred Stock   (5)   (5) Common Stock 11,590 $ (5) I See footnotes (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sweeney James M
1010 SECOND AVENUE
SUITE 700
SAN DIEGO, CA 92101
  X     Executive Chairman  

Signatures

/s/ James M. Sweeney 03/17/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) A portion of the shares were early exercised from an option to purchase 250,000 shares and are subject to repurchase by the Company prior to the completion of the vesting of such shares upon the Reporting Person's cessation of service with the Company, at the original exercise price paid per share. 1/4th of the shares vest one year after the Vesting Commencement Date beginning 7/29/04. 1/48th of the shares vest monthly thereafter over the next three years.
(2) By James M. Sweeney Trust established May 24, 1999.
(3) Options are 100% vested as of December 5, 2007.
(4) Series A Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of one share of Common Stock for every two shares of Series A Preferred Stock, for no additional consideration.
(5) Series B Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of one share of Common Stock for every two shares of Series B Preferred Stock, for no additional consideration.

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