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^*

Rudelius Robert James

(Last)

(First)

(Middle)

1525 LINCOLN CIRCLE #401

(Street)

MCCLEAN

22102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ProUroCare Medical Inc. [ PUMD ]

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)
08/02/2010

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, $0.00001 par value	08/02/2010		X⁽³⁾		4,756	A	$1.3	29,512	I	By Noble Ventures, of which reporting person is the majority owner.
Common stock, $0.00001 par value	08/02/2010		X⁽³⁾		5,244	A	$1.3	34,756	I	By Noble Ventures, of which reporting person is the majority owner.
Common stock, $0.00001 par value	08/02/2010		X⁽³⁾		10,000	A	$1.3	74,317	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)
Stock Options	$2.9							⁽¹⁾	06/12/2014	Common Stock, $0.00001 par value	3,000		3,000	D
Stock options	$1							⁽¹⁾	08/12/2015	Common stock, $0.00001 par value	1,000		1,000	D
Warrants	$0.5							⁽¹⁾	12/31/2012	Common Stock, $0.00001 par value	4,000		4,000	D
Warrants	$0.5							⁽¹⁾	12/31/2012	Common stock, $0.00001 par value	2,000		2,000	I	By Noble Ventures, of which reporting person is the majority owner
Stock Options	$0.85							⁽¹⁾	03/03/2016	Common stock, $0.00001 par value	20,000		20,000	D
Stock options	$1.25							⁽¹⁾	08/11/2016	Common stock, $0.00001 par value	1,000		1,000	D
Stock Options	$1.5							⁽²⁾	09/29/2016	Common stock, $0.00001 par value	30,000		30,000	D
Warrants	$1.3							⁽¹⁾	01/07/2014	Common stock, $0.00001 par value	19,986		19,986	D
Warrants	$1.3							⁽¹⁾	11/12/2012	Common stock, $0.00001 par value	10,000		10,000	D
Warrants	$1.3							⁽¹⁾	07/12/2013	Common stock, $0.00001 par value	10,000⁽³⁾		10,000⁽³⁾	I	Held by Noble Ventures, of which reporting person is the majority owner.
Warrants	$1.3	08/02/2010		X⁽³⁾			4,756	⁽¹⁾	01/07/2014	Common stock, $0.00001 par value	4,756	$0	0	I	By Noble Ventures, of which reporting person is the majority owner.
Warrants	$1.3	08/02/2010		X⁽³⁾			5,244	⁽¹⁾	11/12/2012	Common stock, $0.00001 par value	10,000	$0	4,756	I	By Noble Ventures, of which reporting person is majority owner.
Warrants	$1.3	08/02/2010		A⁽³⁾		10,000		⁽¹⁾	08/02/2013	Common stock, $0.00001 par value	0	⁽³⁾	10,000	I	By Noble ventures, of which reporting person is majority owner
Warrants	$1.3	08/02/2010		X⁽³⁾			10,000	⁽¹⁾	07/12/2013	Common stock, $0.00001 par value	10,000	⁽³⁾	0⁽³⁾	D
Warrants	$1.3	08/02/2010		A⁽³⁾		10,000		⁽¹⁾	08/02/2010	Commons stock, $0.00001 par value	0	⁽³⁾	10,000	D

Explanation of Responses:

1. Currently exercisable

2. Options shall vest on the latter of the date that the Company is cleared by the FDA to sell the ProUroScan System in the United States or the date the Company closes on an aggregate of $2,000,000 or more of incremental equity financing after the date of grant(including the exercise of existing warrants).

3. On August 2, 2010, reporting person exercised a total of 10,000 warrants held indirectly through Noble Ventures and 10,000 warrant held directly pursuant to the Issuer's warrant tender offer. The exercise price for both the directly and indirectly held warrants was paid by the cancellation of prommisory notes from the Issuer. Under the terms of the tender offer, holders received, in addition to the common stock purchased, an equal number of new three-year $1.30 common stock purchase warrants.

	Richard B. Thon by power of attorney	08/04/2010
	** 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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