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

OMB Number: 3235-0104
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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Greenberg, Frederic

2. Date of Event
Requiring Statement
Month/Day/Year
1/31/2003

4. Issuer Name and Ticker or Trading Symbol
EP MedSystems, Inc. (EPMD)

(Last)      (First)     (Middle)

P.O. Box 400
 

3. I.R.S. Identification
Number of Reporting
Person, if an entity
(voluntary)

5. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                      X 10% Owner
    Officer                            Other
(give title below)              (specify below)

(Street)

Sugarloaf Shores,, FL 33044

(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, no par value, $0.001 stated value per share

20,000

D

Common Stock, no par value, $0.001 stated value per share

1,723,560

I

By EGS Private Healthcare Partnership, L.P.⁽¹⁾

Common Stock, no par value, $0.001 stated value per share

246,223

I

By EGS Private Healthcare Counterpart, L.P.⁽¹⁾

Common Stock, no par value, $0.001 stated value per share

215,682

I

By The Pharmaceutical/Medical Technology Fund, L.P.⁽¹⁾

Common Stock, no par value, $0.001 stated value per share

43,698

I

By Strategic Healthcare Investment Fund⁽¹⁾

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

Warrants (right to buy)

2/15/00

2/15/05

Common Stock, no par value, $0.001 stated value per share

306,250

$7.50

I

By EGS Private Healthcare Partnership, L.P.⁽¹⁾

Warrants (right to buy)

2/15/00

2/15/05

Common Stock, no par value, $0.001 stated value per share

43,750

$7.50

I

By EGS Private Healthcare Counterpart, L.P.⁽¹⁾

Warrants (right to buy)

8/01/03

7/31/08

Common Stock, no par value, $0.001 stated value per share

286,424

$1.6943

I

By EGS Private Healthcare Partnership, L.P.⁽¹⁾

Warrants (right to buy)

8/01/03

7/31/08

Common Stock, no par value, $0.001 stated value per share

40,989

$1.6943

I

By EGS Private Healthcare Counterpart, L.P.⁽¹⁾

Explanation of Responses:

(1) The securities reported herein are beneficially owned and are being reported by the Reporting Person pursuant to the following arrangement: The Reporting Person is the Managing Member of EGS Private Healthcare Associates, LLC, which is the general partner of EGS Private Healthcare Partnership, L.P. and of EGS Private Healthcare Counterpart, L.P. The Reporting Person is a Managing Member of Greenberg Healthcare Management, LLC, which is the general partner of The Pharmaceutical/Medical Technology Fund, L.P. and of Strategic Healthcare Investment Fund.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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