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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 7.9 | (5) | 10/08/2017 | Common Stock | 4,321 | 4,321 | D | ||||||||
| Stock Option (right to buy) | $ 11.38 | (5) | 11/12/2017 | Common Stock | 15,088 | 15,088 | D | ||||||||
| Stock Option (right to buy) | $ 8.83 | (5) | 08/14/2016 | Common Stock | 38,820 | 38,820 | D | ||||||||
| Restricted Stock Units | (6) | (6) | (6) | Common Stock | 5,714 | 5,714 | D | ||||||||
| Restricted Stock Units | (6) | (6) | (6) | Common Stock | 11,628 | 11,628 | D | ||||||||
| Restricted Stock Units | (6) | (6) | (6) | Common Stock | 21,739 | 21,739 | D | ||||||||
| Restricted Stock Units | (7) | (7) | (7) | Common Stock | 7,192 | 7,192 | D | ||||||||
| Warrant (Right to Buy) | $ 9.28 | 09/12/2008 | 09/12/2013 | Common Stock | 107,833 | 107,833 | I | Easton Hunt Capital Partners, L.P. (8) | |||||||
| Warrant (Right to Buy) | $ 8.83 | 02/25/2009 | 02/24/2014 | Common Stock | 151,617 | 151,617 | I | Easton Hunt Capital Partners, L.P. (8) | |||||||
| Warrant (Right to Buy) | $ 8.83 | 02/25/2009 | 02/24/2014 | Common Stock | 151,617 | 151,617 | I | Easton Capital Partners, LP (8) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FRIEDMAN JOHN H 651 CAMPUS DRIVE ST. PAUL, MN 55112 |
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| /s/ Scott J. Dorfman as Attorney-in-Fact for John H. Friedman pursuant to Power of Attorney previously filed. | 01/09/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The sale of the underlying shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Easton Hunt Capital Partners, L.P. on November 30, 2011. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.34 to $10.55 inclusive. The reporting person undertakes to provide Cardiovascular Systems, Inc., any security holder of Cardiovascular Systems, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.34 to $10.47 inclusive. The reporting person undertakes to provide Cardiovascular Systems, Inc., any security holder of Cardiovascular Systems, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (4) | Mr. Friedman disclaims beneficial ownership of shares held by Easton Hunt Capital Partners, L.P. and Easton Capital Partners, LP except to the extent of his pecuniary interest therein. |
| (5) | Fully exercisable. |
| (6) | Each restricted stock unit represents the right to receive a payment from CSI equal in value to the market price per share of CSI common stock on the date of payment and shall be payable in shares of the Company's Common Stock beginning six months following the termination of each director's board membership. |
| (7) | Each restricted stock unit represents the right to receive a payment from CSI equal in value to the market price per share of CSI common stock on the date of payment, and shall be payable in cash or shares of the Company's Common Stock beginning six months following the termination of each director's board membership; provided, however, that the restricted stock units vest in remaining quarterly amounts of 1,798 on each of 3/31/2012 and 6/30/2012. |
| (8) | Mr. Friedman disclaims beneficial ownership of warrants held by Easton Hunt Capital Partners, L.P. and Easton Capital Partners, LP except to the extent of his pecuniary interest therein. |
| Remarks: Remarks: The options and restricted stock units are held for the benefit of Easton Hunt Capital Partners, L.P. and Easton Capital Partners, LP. | |