SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ROBSON LORI
(Last) (First) (Middle)
C/O VNUS MEDICAL TECHNOLOGIES, INC.
5799 FONTANOSO WAY
(Street)
SAN JOSE CA 95138
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VNUS MEDICAL TECHNOLOGIES INC [ VNUS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2009
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 06/17/2009 U 21,750(1) D $29 5,000 D
Common Stock 06/17/2009 D 1,250(2) D $29 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
Stock Options (right to buy) $17.05 06/17/2009 D(3) 2,250(3) (3) 05/23/2018 Common Stock 2,250 $0.00 0 D
Stock Options (right to buy) $7.17 06/17/2009 D(4) 10,000(4) (4) 05/25/2016 Common Stock 10,000 $0.00 0 D
Stock Options (right to buy) $10.74 06/17/2009 D(5) 10,000(5) (5) 05/17/2015 Common Stock 10,000 $0.00 0 D
Explanation of Responses:
1. These shares were tendered to Covidien Delaware Corp. (the "Purchaser") pursuant to Purchaser's offer to purchase all of the outstanding shares of VNUS Medical Technologies, Inc. (the "Issuer") at a cash purchase price of $29.00 per share, without interest thereon, and less any applicable withholding taxes, subject to the terms described in the Offer to Purchase for Cash filed with the Securities and Exchange Commission on May 18, 2009 (the "Tender Offer") and the Agreement and Plan of Merger, dated as of May 7, 2009, by and among Covidien Group S.a.r.l., the Purchaser and the Issuer (the "Merger"). Such shares were purchased by the Purchaser pursuant to the Tender Offer on June 17, 2009.
2. Represents restricted stock units that vested and were canceled at the effective time of the Merger in exchange for the right to receive a cash payment of $29.00 for each share into which the vested restricted stock units would otherwise be convertible (without interest and less any applicable withholding taxes). The remaining 3,750 restricted stock units, which were granted to the Reporting Person on May 20, 2009, were canceled for no consideration in connection with the Merger.
3. These options, which were fully vested at the effective time of the Merger, were canceled at the effective time of the Merger in exchange for a cash payment of $26,887.50, representing the number of shares of Issuer's common stock underlying such options multiplied by $29.00, less the aggregate exercise price of the options.
4. These options, which were fully vested at the effective time of the Merger, were canceled at the effective time of the Merger in exchange for a cash payment of $218,300.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $29.00, less the aggregate exercise price of the options.
5. These options, which were fully vested at the effective time of the Merger, were canceled at the effective time of the Merger in exchange for a cash payment of $182,600.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $29.00, less the aggregate exercise price of the options.
/s/ Cindee Van Vleck, Attorney-in-Fact for Lori Robson 06/17/2009
** 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).
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