SEC FORM 4

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^*

Babitt John L

(Last)

(First)

(Middle)

14505 21ST AVE. N., SUITE 212

(Street)

MINNEAPOLIS

55447

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CABG MEDICAL INC [ CABG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres, COO, CFO & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/27/2006		J⁽⁵⁾		250,000	A	$0	250,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$2.65							⁽¹⁾	09/01/2013	Common Stock	100,000		100,000	D
Employee Stock Option (right to buy)	$2.65							09/01/2004	09/01/2013	Common Stock	25,000		25,000	D
Employee Stock Option (right to buy)	$2.65							⁽²⁾	09/01/2013	Common Stock	100,000		100,000	D
Employee Stock Option (right to buy)	$2.65							12/08/2004	09/01/2013	Common Stock	50,000		50,000	D
Employee Stock Option (right to buy)	$2.65							⁽¹⁾	01/08/2014	Common Stock	5,000		5,000	D
Employee Stock Option (right to buy)	$4.9							⁽³⁾	03/01/2015	Common Stock	100,000		100,000	D
Employee Stock Option (right to buy)	$1.13							⁽⁴⁾	12/15/2015	Common Stock	40,000		40,000	D

Explanation of Responses:

1. Vesting accelerated; fully exercisable as of December 15, 2005.

2. Exercisable on the earlier of September 1, 2012 or date certain performance targets are met.

3. Originally granted with vesting in four annual increments of 25,000 shares beginning March 1, 2006; vesting accelerated and fully exercisable as of December 15, 2005.

4. Original option (40,000 shares) exercisable in four annual increments of 10,000 shares beginning on December 15, 2006.

5. Received for no consideration.

Remarks:

	/s/ John L. Babitt	01/30/2006
	** 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).
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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